Regulation 51-102 respecting Continuous Disclosure Obligations

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 1 Last amendment in force on November 18, 2020 This document has official status
chapter V-1.1, r. 24
REGULATION 51-102 RESPECTING CONTINUOUS DISCLOSURE OBLIGATIONS Securities Act (chapter V-1.1, s. 331.1)
PART 1
DEFINITIONS AND INTERPRETATION
1.1. Definitions and Interpretation
(1) In this Regulation:
“acquisition date” has the same meaning as in the issuer's GAAP; “AIF” means a completed Form 51-102F2 Annual Information Form or, in the case of an SEC issuer, a completed Form 51-102F2 or an annual report or transition report under the 1934 Act on Form 10-K or Form 20-F; “asset-backed security” means a security that is primarily serviced by the cash flows of a discrete pool of mortgages, receivables or other financial assets, fixed or revolving, that by their terms convert into cash within a finite period and any rights or other assets designed to assure the servicing or the timely distribution of proceeds to securityholders; “board of directors” means, for a person that does not have a board of directors, an individual or group that acts in a capacity similar to a board of directors; “business acquisition report” means a completed Form 51-102F4 Business Acquisition Report; “class” includes a series of a class; “common share” means an equity security to which are attached voting rights exercisable in all circumstances, irrespective of the number or percentage of securities owned, that are not less, per security, than the voting rights attached to any other outstanding securities of the reporting issuer; “corporate law” has the same meaning as in section 1.1 of Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer (chapter V-1.1, r. 29);

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 2 “date of transition to IFRS” means the date of transition to IFRSs as that term is defined in Canadian GAAP applicable to publicly accountable enterprises; “electronic format” has the same meaning as in Regulation 13-101 respecting System for Electronic Document Analysis and Retrieval (SEDAR) (chapter V-1.1, r. 2); “equity investee” means a business that the issuer has invested in and accounted for using the equity method; “exchange-traded security” means a security that is listed on a recognized exchange or is quoted on a recognized quotation and trade reporting system or is listed on an exchange or quoted on a quotation and trade reporting system that is recognized for the purposes of Regulation 21-101 respecting Marketplace Operation (chapter V-1.1, r. 5) and Regulation 23-101 respecting Trading Rules (chapter V-1.1, r. 6); “executive officer” means, for a reporting issuer, an individual who is (a) a chair, vice-chair or president; (a.1) a chief executive officer or chief financial officer; (b) a vice-president in charge of a principal business unit, division or function including sales, finance or production; or (c) performing a policy-making function in respect of the issuer; “financial outlook” means forward-looking information about prospective financial performance, financial position or cash flows that is based on assumptions about future economic conditions and courses of action and that is not presented in the format of a historical statement of financial position, statement of comprehensive income or statement of cash flows; “financial statements” includes interim financial reports; “first IFRS financial statements” has the same meaning as in Canadian GAAP applicable to publicly accountable enterprises; “FOFI”, or “future-oriented financial information”, means forward-looking information about prospective financial performance, financial position or cash flows, based on assumptions about future economic conditions and courses of action, and presented in the format of a historical statement of financial position, statement of comprehensive income or statement of cash flows; “form of proxy” means a document containing the information required under
section 9.4 that, on completion and execution by or on behalf of a securityholder,
becomes a proxy;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 3 “forward-looking information” means disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action and includes future-oriented financial information with respect to prospective financial performance, financial position or cash flows that is presented either as a forecast or a projection; “information circular” means a completed Form 51-102F5 Information Circular; “informed person” means (a) a director or executive officer of a reporting issuer; (b) a director or executive officer of a person that is itself an informed person or subsidiary of a reporting issuer; (c) any person who beneficially owns, or controls or directs, directly or indirectly, voting securities of a reporting issuer or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the reporting issuer other than voting securities held by the person as underwriter in the course of a distribution; and (d) a reporting issuer that has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities; “inter-dealer bond broker” means a person that is approved by the Investment Industry Regulatory Organization of Canada under its Rule 36 Inter-Dealer Bond Brokerage Systems, as amended, and is subject to its Rule 36 and its Rule 2100 Inter￾Dealer Bond Brokerage Systems, as amended; “interim period” means, (a) in the case of a year other than a non-standard year or a transition year, a period commencing on the first day of the financial year and ending 9, 6 or 3 months before the end of the financial year; (a.1) in the case of a non-standard year, a period commencing on the first day of the financial year and ending within 22 days of the date that is 9, 6 or 3 months before the end of the financial year; or (b) in the case of a transition year, a period commencing on the first day of the transition year and ending (i) 3, 6, 9 or 12 months, if applicable, after the end of the old financial year; or (ii) 12, 9, 6 or 3 months, if applicable, before the end of the transition year;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 4 “issuer's GAAP” has the same meaning as in Regulation 52-107 respecting Acceptable Accounting Principles and Auditing Standards (chapter V-1.1, r. 25); “MD&A” means a completed Form 51-102F1 Management's Discussion & Analysis or, in the case of an SEC issuer, a completed Form 51-102F1 or management's discussion and analysis prepared in accordance with Item 303 of Regulation S-K under the 1934 Act; “marketplace” means (a) an exchange; (b) a quotation and trade reporting system; (c) any other person that (i) constitutes, maintains or provides a market or facility for bringing together buyers and sellers of securities; (ii) brings together the orders for securities of multiple buyers and sellers; and (iii) uses established, non-discretionary methods under which the orders interact with each other, and the buyers and sellers entering the orders agree to the terms of a trade; or (d) a dealer that executes a trade of an exchange-traded security outside of a marketplace, but does not include an inter-dealer bond broker; “material change” means (a) a change in the business, operations or capital of the reporting issuer that would reasonably be expected to have a significant effect on the market price or value of any of the securities of the reporting issuer; or (b) a decision to implement a change referred to in paragraph (a) made by the board of directors or other persons acting in a similar capacity or by senior management of the reporting issuer who believe that confirmation of the decision by the board of directors or any other persons acting in a similar capacity is probable; “material contract” means any contract that an issuer or any of its subsidiaries is a party to, that is material to the issuer; “mineral project” has the same meaning as in Regulation 43-101 respecting Standards of Disclosure for Mineral Projects (chapter V-1.1, r. 15); “new financial year” means the financial year of a reporting issuer that immediately follows a transition year;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 5 “non-standard year” means a financial year, other than a transition year, that does not have 365 days, or 366 days if it includes February 29; “non-voting security” means a restricted security that does not carry the right to vote generally, except for a right to vote that is mandated, in special circumstances, by law; “notice-and-access” has the same meaning as in section 1.1 of Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer; “old financial year” means the financial year of a reporting issuer that immediately precedes a transition year; “operating income” means gross revenue minus royalty expenses and production costs; “preference share” means a security to which is attached a preference or right over the securities of any class of equity securities of the reporting issuer, but does not include an equity security; “principal obligor” means, for an asset-backed security, a person that is obligated to make payments, has guaranteed payments, or has provided alternative credit support for payments, on financial assets that represent one-third or more of the aggregate amount owing on all of the financial assets servicing the asset-backed security; “private enterprise” has the same meaning as in Part 3 of Regulation 52-107 respecting Acceptable Accounting Principles and Auditing Standards; “profit or loss attributable to owners of the parent” has the same meaning as in Canadian GAAP applicable to publicly accountable enterprises; “profit or loss from continuing operations attributable to owners of the parent” has the same meaning as in Canadian GAAP applicable to publicly accountable enterprises; “proxy” means a completed and executed form of proxy by which a securityholder has appointed a person as the securityholder's nominee to attend and act for the securityholder and on the securityholder's behalf at a meeting of securityholders; “proxy-related materials” means securityholder material relating to a meeting of securityholders that a person that solicits proxies is required under corporate law or securities legislation to send to the registered holders or beneficial owners of the securities; “publicly accountable enterprise” has the same meaning as in Part 3 of Regulation 52-107 respecting Acceptable Accounting Principles and Auditing Standards; “recognized exchange” means

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 6 (a) in Ontario, an exchange recognized by the securities regulatory authority to carry on business as a stock exchange; (a.1) in Québec, a person authorized by the securities regulatory authority to carry on business as an exchange; and (b) in every other jurisdiction, an exchange recognized by the securities regulatory authority as an exchange, self-regulatory organization or self-regulatory body, or a legal person, a partnership or any other entity authorized by the securities regulatory authority to carry on securities trading in accordance with securities legislation; “recognized quotation and trade reporting system” means (a) in every jurisdiction other than British Columbia, a quotation and trade reporting system recognized by the securities regulatory authority under securities legislation to carry on business as a quotation and trade reporting system; and (b) in British Columbia, a quotation and trade reporting system recognized by the securities regulatory authority under securities legislation as a quotation and trade reporting system or as an exchange; “restricted security” means an equity security of a reporting issuer, if any of the following apply:
(a) there is another class of securities of the reporting issuer that, to a reasonable person, appears to carry a greater number of votes per security relative to the equity security; (b) the conditions attached to the class of equity securities, the conditions attached to another class of securities of the reporting issuer, or the reporting issuer’s constating documents have provisions that nullify or, to a reasonable person, appear to significantly restrict the voting rights of the equity securities; or (c) the reporting issuer has issued another class of equity securities that, to a reasonable person, appears to entitle the owners of securities of that other class to participate in the earnings or assets of the reporting issuer to a greater extent, on a per security basis, than the owners of the first class of equity securities; “restricted security term” means each of the terms “non-voting security”, “subordinate voting security” and “restricted voting security”; “restricted voting security” means a restricted security that carries a right to vote subject to a restriction on the number or percentage of securities that may be voted by one or more persons, unless the restriction is (a) permitted or prescribed by statute; and

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 7 (b) is applicable only to persons that are not citizens or residents of Canada or that are otherwise considered as a result of any law applicable to the reporting issuer to be non-Canadians; “restructuring transaction” means (a) a reverse takeover; (b) an amalgamation, merger, arrangement or reorganization; (c) a transaction or series of transactions involving a reporting issuer acquiring assets and issuing securities that results in (i) new securityholders owning or controlling more than 50% of the reporting issuer’s outstanding voting securities; and (ii) a new person, a new combination of persons acting together, the vendors of the assets, or new management (A) being able to materially affect the control of the reporting issuer; or (B) holding more than 20% of the outstanding voting securities of the reporting issuer, unless there is evidence showing that the holding of those securities does not materially affect the control of the reporting issuer; and (d) any other transaction similar to the transactions listed in paragraphs (a) to (c), but does not include a subdivision, consolidation, or other transaction that does not alter a securityholder’s proportionate interest in the issuer and the issuer’s proportionate interest in its assets; “retrospective” has the same meaning as in Canadian GAAP applicable to publicly accountable enterprises; “retrospectively” has the same meaning as in Canadian GAAP applicable to publicly accountable enterprises; “reverse takeover” means (a) a reverse acquisition, which has the same meaning as in Canadian GAAP applicable to publicly accountable enterprises; or (b) a transaction where an issuer acquires a person by which the securityholders of the acquired person, at the time of the transaction, obtain “control” of the issuer, where, for purposes of this paragraph, control has the same meaning as in Canadian GAAP applicable to publicly accountable enterprises; “reverse takeover acquiree” means the legal parent in a reverse takeover;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 8 “reverse takeover acquirer” means the legal subsidiary in a reverse takeover; “SEC issuer” means an issuer that (a) has a class of securities registered under section 12 of the 1934 Act or is required to file reports under section 15(d) of the 1934 Act; and (b) is not registered or required to be registered as an investment company under the Investment Company Act of 1940 of the United States of America, as amended; “solicit”, in connection with a proxy, includes (a) requesting a proxy whether or not the request is accompanied by or included in a form of proxy; (b) requesting a securityholder to execute or not to execute a form of proxy or to revoke a proxy; (c) sending a form of proxy or other communication to a securityholder under circumstances that to a reasonable person will likely result in the giving, withholding or revocation of a proxy; or (d) sending a form of proxy to a securityholder by management of a reporting issuer; but does not include (e) sending a form of proxy to a securityholder in response to a unsolicited request made by or on behalf of the securityholder; (f) performing ministerial acts or professional services on behalf of a person soliciting a proxy; (g) sending, by an intermediary as defined in Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer, of the documents referred to in that regulation; (h) soliciting by a person in respect of securities of which the person is the beneficial owner; (i) publicly announcing, by a securityholder, how the securityholder intends to vote and the reasons for that decision, if that public announcement is made by (i) a speech in a public forum; or (ii) a press release, an opinion, a statement or an advertisement provided through a broadcast medium or by a telephonic, electronic or other

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 9 communication facility, or appearing in a newspaper, a magazine or other publication generally available to the public; (j) communicating for the purposes of obtaining the number of securities required for a securityholder proposal under the laws under which the reporting issuer is incorporated, organized or continued or under the reporting issuer’s constating or establishing documents; or (k) communicating, other than a solicitation by or on behalf of the management of the reporting issuer, to securityholders in the following circumstances:
(i) by one or more securityholders concerning the business and affairs of the reporting issuer, including its management or proposals contained in a management information circular, and no form of proxy is sent to those securityholders by the securityholder or securityholders making the communication or by a person acting on their behalf, unless the communication is made by (A) a securityholder who is an officer or director of the reporting issuer if the communication is financed directly or indirectly by the reporting issuer; (B) a securityholder who is a nominee or who proposes a nominee for election as a director, if the communication relates to the election of directors; (C) a securityholder whose communication is in opposition to an amalgamation, arrangement, consolidation or other transaction recommended or approved by the board of directors of the reporting issuer and who is proposing or intends to propose an alternative transaction to which the securityholder or an affiliate or associate of the securityholder is a party; (D) a securityholder who, because of a material interest in the subject-matter to be voted on at a securityholder’s meeting, is likely to receive a benefit from its approval or non-approval, which benefit would not be shared pro rata by all other holders of the same class of securities, unless the benefit arises from the securityholder’s employment with the reporting issuer; or (E) any person acting on behalf of a securityholder described in any of clauses (A) to (D); (ii) by one or more securityholders and concerns the organization of a dissident’s proxy solicitation, and no form of proxy is sent to those securityholders by the securityholder or securityholders making the communication or by a person acting on their behalf; (iii) as clients, by a person who gives financial, corporate governance or proxy voting advice in the ordinary course of business and concerns proxy voting advice if

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 10 (A) the person discloses to the securityholder any significant relationship with the reporting issuer and any of its affiliates or with a securityholder who has submitted a matter to the reporting issuer that the securityholder intends to raise at the meeting of securityholders and any material interests the person has in relation to a matter on which advice is given; (B) the person receives any special commission or remuneration for giving the proxy voting advice only from the securityholder or securityholders receiving the advice; and (C) the proxy voting advice is not given on behalf of any person soliciting proxies or on behalf of a nominee for election as a director; or (iv) by a person who does not seek directly or indirectly the power to act as a proxyholder for a securityholder; “special meeting” has the same meaning as in section 1.1 of Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer; “special resolution” has the same meaning as in section 1.1 of Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer; “stratification” has the same meaning as in section 1.1 of Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer; “subordinate voting security” means a restricted security that carries a right to vote, if there are securities of another class outstanding that carry a greater right to vote on a per security basis; “transition year” means the financial year of a reporting issuer or business in which the issuer or business changes its financial year-end; “U.S. AICPA GAAS” has the same meaning as in Regulation 52-107 respecting Acceptable Accounting Principles and Auditing Standards; “U.S. GAAP” has the same meaning as in Regulation 52-107 respecting Acceptable Accounting Principles and Auditing Standards; “U.S. laws” means the 1933 Act, the 1934 Act, all enactments made under those Acts and all SEC releases adopting the enactments, as amended; “U.S. marketplace” means an exchange registered as a “national securities exchange” under section 6 of the 1934 Act, or the Nasdaq Stock Market; and “U.S. PCAOB GAAS” has the same meaning as in Regulation 52-107 respecting Acceptable Accounting Principles and Auditing Standards;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 11 “venture issuer” means a reporting issuer that, as at the applicable time, did not have any of its securities listed or quoted on any of the Toronto Stock Exchange, Aequitas NEO Exchange Inc., a U.S. marketplace, or a marketplace outside of Canada and the United States of America other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc where the “applicable time” in respect of (a) Parts 4 and 5 of this Regulation and Form 51-102F1, is the end of the applicable financial period; (b) Parts 6 and 9 of this Regulation and Form 51-102F6, is the end of the most recently completed financial year; (c) Part 8 of this Regulation and Form 51-102F4, is the acquisition date; and (d) section 11.3 of this Regulation, is the date of the meeting of the securityholders. (2) In this Regulation, an issuer is an affiliate of another issuer if (a) one of them is the subsidiary of the other, or (b) each of them is controlled by the same person. (3) For the purposes of subsection (2), a person (first person) is considered to control another person (second person) if (a) the first person beneficially owns, or controls or directs, directly or indirectly, securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation, (b) the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership, or (c) the second person is a limited partnership and the general partner of the limited partnership is the first person. M.O. 2005-03, s. 1.1; M.O. 2005-25, s. 1; M.O. 2006-04, s. 1; M.O. 2007-08, s. 1; M.O. 2008-06, s. 1 and 11; M.O. 2008-18, s. 1; M.O. 2010-17, s. 1; M.O. 2013-01, s. 1; M.O. 2013-04, s. 1; M.O. 2013-09, s. 1; M.O. 2015-15, s. 1; M.O. 2018-03, s. 1.
PART 2
APPLICATION
2.1. Application
This Regulation does not apply to an investment fund.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 12 M.O. 2005-03, s. 2.1.
PART 3
LANGUAGE OF DOCUMENTS
3.1. French or English
(1) A person must file a document required to be filed under this Regulation in French or in English. (2) Despite subsection (1), if a person files a document only in French or only in English but delivers to securityholders a version of the document in the other language, the person must file that other version not later than when it is first delivered to securityholders. (3) In Québec, a reporting issuer must comply with linguistic obligations and rights prescribed by Québec law. M.O. 2005-03, s. 3.1; M.O. 2008-06, s. 11.
3.2. Filings Translated into French or English
If a person files a document under this Regulation that is a translation of a document prepared in a language other than French or English, the person must (a) attach a certificate as to the accuracy of the translation to the filed document; and (b) make a copy of the document in the original language available to a registered holder or beneficial owner of its securities, on request. M.O. 2006-04, s. 2; M.O. 2008-06, s. 11.
PART 4
FINANCIAL STATEMENTS
4.1. Comparative Annual Financial Statements and Audit
(1) A reporting issuer must file annual financial statements that include (a) a statement of comprehensive income, a statement of changes in equity, and a statement of cash flows for (i) the most recently completed financial year; and (ii) the financial year immediately preceding the most recently completed financial year, if any;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 13 (b) a statement of financial position as at the end of each of the periods referred to in paragraph (a); (c) in the following circumstances, a statement of financial position as at the beginning of the financial year immediately preceding the most recently completed financial year:
(i) the reporting issuer discloses in its annual financial statements an unreserved statement of compliance with IFRS; and (ii) the reporting issuer (A) applies an accounting policy retrospectively in its annual financial statements; (B) makes a retrospective restatement of items in its annual financial statements; or (C) reclassifies items in its annual financial statements; (d) in the case of the reporting issuer's first IFRS financial statements, the opening IFRS statement of financial position at the date of transition to IFRS; and (e) notes to the annual financial statements; (2) Annual financial statements filed under subsection (1) must be audited. (3) If a reporting issuer presents the components of profit or loss in a separate income statement, the separate income statement must be displayed immediately before the statement of comprehensive income filed under subsection (1). M.O. 2005-03, s. 4.1; M.O. 2006-04, s. 3; M.O. 2010-17, s. 2.
4.2. Filing Deadline for Audited Annual Financial Statements
The audited annual financial statements required to be filed under section 4.1 must be filed (a) in the case of a reporting issuer other than a venture issuer, on or before the earlier of (i) the 90th day after the end of its most recently completed financial year; and (ii) the date of filing, in a foreign jurisdiction, annual financial statements for its most recently completed financial year; or (b) in the case of a venture issuer, on or before the earlier of

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 14 (i) the 120th day after the end of its most recently completed financial year; and (ii) the date of filing, in a foreign jurisdiction, annual financial statements for its most recently completed financial year. M.O. 2005-03, s. 4.2; M.O. 2006-04, s. 4.
4.3. Interim Financial Report
(1) Subject to sections 4.7 and 4.10, a reporting issuer must file an interim financial report for each interim period ended after it became a reporting issuer. (2) The interim financial report required to be filed under subsection (1) must include (a) a statement of financial position as at the end of the interim period and a statement of financial position as at the end of the immediately preceding financial year, if any; (b) a statement of comprehensive income, a statement of changes in equity and a statement of cash flows, all for the year-to-date interim period, and comparative financial information for the corresponding interim period in the immediately preceding financial year, if any; (c) for interim periods other than the first interim period in a reporting issuer's financial year, a statement of comprehensive income for the 3 month period ending on the last day of the interim period and comparative financial information for the corresponding period in the immediately preceding financial year, if any; (d) in the following circumstances, a statement of financial position as at the beginning of the immediately preceding financial year:
(i) the reporting issuer discloses in its interim financial report an unreserved statement of compliance with International Accounting Standard 34 Interim Financial Reporting; and (ii) the reporting issuer (A) applies an accounting policy retrospectively in its interim financial report; (B) makes a retrospective restatement of items in its interim financial report; or (C) reclassifies items in its interim financial report;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 15 (e) in the case of the reporting issuer's first interim financial report required to be filed in the year of adopting IFRS, the opening IFRS statement of financial position at the date of transition to IFRS; and (f) notes to the interim financial report. (2.1) If a reporting issuer presents the components of profit or loss in a separate income statement, the separate income statement must be displayed immediately before the statement of comprehensive income filed under subsection (2). (3) An auditor review of an interim financial report must be disclosed as follows:
(a) If an auditor has not performed a review of an interim financial report required to be filed under subsection (1), the interim financial report must be accompanied by a notice indicating that the interim financial report has not been reviewed by an auditor. (b) If a reporting issuer engaged an auditor to perform a review of an interim financial report required to be filed under subsection (1) and the auditor was unable to complete the review, the interim financial report must be accompanied by a notice indicating that the auditor was unable to complete a review of the interim financial report and the reasons why the auditor was unable to complete the review. (c) If an auditor has performed a review of the interim financial report required to be filed under subsection (1) and the auditor has expressed a reservation of opinion in the auditor's interim review report, the interim financial report must be accompanied by a written review report from the auditor. (4) If an SEC issuer that is a reporting issuer (a) has filed an interim financial report prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises for one or more interim periods since its most recently completed financial year for which annual financial statements have been filed; and (b) prepares its annual financial statements or an interim financial report for the period immediately following the periods referred to in paragraph (a) in accordance with U.S. GAAP, the SEC issuer must (c) restate the interim financial report for the periods referred to in paragraph (a) in accordance with U.S. GAAP; and (d) file the restated interim financial report referred to in paragraph (c) by the filing deadline for the financial statements referred to in paragraph (b). M.O. 2005-03, s. 4.3; M.O. 2006-04, s. 5; M.O. 2010-17, s. 3.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 16
4.4. Filing Deadline for an Interim Financial Report
An interim financial report must be filed
(a) in the case of a reporting issuer other than a venture issuer, on or before the earlier of (i) the 45th day after the end of the interim period; and (ii) the date of filing, in a foreign jurisdiction, an interim financial report for a period ending on the last day of the interim period; or (b) in the case of a venture issuer, on or before the earlier of (i) the 60th day after the end of the interim period; and (ii) the date of filing, in a foreign jurisdiction, an interim financial report for a period ending on the last day of the interim period. M.O. 2005-03, s. 4.4; M.O. 2010-17, s. 4.
4.5. Approval of Financial Statements
(1) The annual financial statements a reporting issuer is required to file under
section 4.1 must be approved by the board of directors before the statements are filed.
(2) The interim financial report a reporting issuer is required to file under section 4.3 must be approved by the board of directors before the report is filed. (3) In fulfilling the requirement in subsection (2), the board of directors may delegate the approval of the interim financial report to the audit committee of the board of directors. M.O. 2005-03, s. 4.5; M.O. 2010-17, s. 4.
4.6. Delivery of Financial Statements
(1) A reporting issuer must send annually a request form to the registered holders and beneficial owners of its securities, other than debt instruments, that the registered holders and beneficial owners may use to request any of the following:
(a) a paper copy of the reporting issuer’s annual financial statements and MD&A for the annual financial statements; (b) a copy of the reporting issuer’s interim financial reports and MD&A for the interim financial reports. (2) Despite paragraph (1), the reporting issuer must, in accordance with the procedures set out in Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer (chapter V-1.1, r. 29) send the form referred

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 17 to in paragraph (1) to the beneficial owners of its securities who are identified under that Regulation as having chosen to receive all securityholder materials sent to beneficial owners of securities. (3) If a registered holder or beneficial owner of securities, other than debt instruments, of a reporting issuer requests the issuer's annual financial statements or interim financial reports, the reporting issuer must send a copy of the requested financial statements to the person that made the request, without charge, by the later of, (a) in the case of a reporting issuer other than a venture issuer, 10 calendar days after the filing deadline in subparagraph 4.2(a)(i) or 4.4(a)(i), section 4.7, or subsection 4.10(2), as applicable, for the financial statements requested; (b) in the case of a venture issuer, 10 calendar days after the filing deadline in paragraph 4.2(b)(i) or 4.4(b)(i), section 4.7, or subsection 4.10(2), as applicable, for the financial statements requested; and (c) 10 calendar days after the issuer receives the request. (4) A reporting issuer is not required to send copies of annual financial statements or interim financial reports under subsection (3) that were filed more than one year before the issuer receives the request. (5) Subsection (1) and the requirement to send annual financial statements under subsection (3) do not apply to a reporting issuer that sends its annual financial statements to its securityholders, other than holders of debt instruments, within 140 days of the issuer's financial year-end and in accordance with Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer. (6) If a reporting issuer sends financial statements under this section, the reporting issuer must also send, at the same time, the annual or interim MD&A relating to the financial statements. M.O. 2005-03, s. 4.6; M.O. 2006-04, s. 6; M.O. 2008-06, s. 11; M.O. 2010-17, s. 4; M.O. 2013-01, s. 2.
4.7. Filing of Financial Statements After Becoming a Reporting Issuer
(1) Despite any provisions of this Part other than subsections (2), (3) and (4) of this
section, the first annual financial statements and interim financial reports that a reporting
issuer must file under sections 4.1 and 4.3 are the financial statements for the financial year and interim periods immediately following the periods for which financial statements were included in a document filed of the issuer (a) that resulted in the issuer becoming a reporting issuer; or (b) in respect of a transaction that resulted in the issuer becoming a reporting issuer.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 18 (2) If a reporting issuer is required to file annual financial statements for a financial year that ended before the issuer became a reporting issuer, those annual financial statements must be filed on or before the later of (a) the 20th day after the issuer became a reporting issuer; and (b) the filing deadline in section 4.2. (3) If a reporting issuer is required to file an interim financial report for an interim period that ended before the issuer became a reporting issuer, that interim financial report must be filed on or before the later of (a) the 10th day after the issuer became a reporting issuer; and (b) the filing deadline in section 4.4. (4) A reporting issuer is not required to provide comparative interim financial information for periods that ended before the issuer became a reporting issuer if (a) to a reasonable person it is impracticable to present prior-period information on a basis consistent with subsection 4.3(2); (b) the prior-period information that is available is presented; and (c) the notes to the interim financial report disclose the fact that the prior-period information has not been prepared on a basis consistent with the most recent interim financial information. M.O. 2005-03, s. 4.7; M.O. 2006-04, s. 7; M.O. 2010-17, s. 4.
4.8. Change in Year-End
(1) An SEC issuer satisfies this section if
(a) it complies with the requirements of U.S. laws relating to a change of fiscal year; and (b) it files a copy of all materials required by U.S. laws relating to a change of fiscal year at the same time as, or as soon as practicable after, they are filed with or furnished to the SEC and, in the case of financial statements, no later than the filing deadlines prescribed under sections 4.2 and 4.4. (2) If a reporting issuer decides to change its financial year-end by more than 14 days, it must file a notice as soon as practicable, and, in any event, not later than the earlier of (a) the filing deadline, based on the reporting issuer's old financial year-end, for the next financial statements required to be filed, either annual or interim, whichever comes first; and

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 19 (b) the filing deadline, based on the reporting issuer's new financial year-end, for the next financial statements required to be filed, either annual or interim, whichever comes first. (3) The notice referred to in subsection (2) must state (a) that the reporting issuer has decided to change its year-end; (b) the reason for the change; (c) the reporting issuer's old financial year-end; (d) the reporting issuer's new financial year-end; (e) the length and ending date of the periods, including the comparative periods, of each interim financial report and the annual financial statements to be filed for the reporting issuer's transition year and its new financial year; and (f) the filing deadlines, prescribed under sections 4.2 and 4.4, for the annual financial statements and interim financial reports for the reporting issuer's transition year. (4) For the purposes of this section, (a) a transition year must not exceed 15 months; and (b) the first interim period after an old financial year must not exceed 4 months. (5) Despite subsection 4.3(1)(b), a reporting issuer is not required to file an interim financial report for any period in its transition year that ends not more than 1 month (a) after the last day of its old financial year; or (b) before the first day of its new financial year. (6) Despite subsection 4.1(1), if a transition year is less than 9 months in length, the reporting issuer must include as comparative financial information to its annual financial statements for its new financial year (a) a statement of financial position, a statement of comprehensive income, a statement of changes in equity, a statement of cash flows, and notes to the financial statements for its transition year; (b) a statement of financial position, a statement of comprehensive income, a statement of changes in equity, a statement of cash flows and notes to the financial statements for its old financial year; (c) in the following circumstances, a statement of financial position as at the beginning of the old financial year:

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 20 (i) the reporting issuer discloses in its annual financial statements an unreserved statement of compliance with IFRS; and (ii) the reporting issuer (A) applies an accounting policy retrospectively in its annual financial statements; (B) makes a retrospective restatement of items in its annual financial statements; or (C) reclassifies items in its annual financial statements; and (d) in the case of the reporting issuer's first IFRS financial statements, the opening IFRS statement of financial position at the date of transition to IFRS. (7) Despite subsection 4.3(2), if interim periods for the reporting issuer's transition year end 3, 6, 9 or 12 months after the end of its old financial year, the reporting issuer must include (a) as comparative financial information in each interim financial report during its transition year, the comparative financial information required by subsection 4.3(2), except if an interim period during the transition year is 12 months in length and the reporting issuer's transition year is longer than 13 months, the comparative financial information must be the statement of financial position, statement of comprehensive income, statement of changes in equity and statement of cash flows for the 12 month period that constitutes its old financial year; (b) as comparative financial information in each interim financial report during its new financial year (i) a statement of financial position as at the end of its transition year; and (ii) the statement of comprehensive income, statement of changes in equity and statement of cash flows for the periods in its transition year or old financial year, for the same calendar months as, or as close as possible to, the calendar months in the interim period in the new financial year; (c) in the following circumstances, a statement of financial position as at the beginning of the earliest comparative period:
(i) the reporting issuer discloses in its interim financial report an unreserved statement of compliance with International Accounting Standard 34 Interim Financial Reporting; and (ii) the reporting issuer

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 21 (A) applies an accounting policy retrospectively in its interim financial report; (B) makes a retrospective restatement of items in its interim financial report; or (C) reclassifies items in its interim financial report; and (d) in the case of the reporting issuer's first interim financial report required to be filed in the year of adopting IFRS, the opening IFRS statement of financial position at the date of transition to IFRS. (8) Despite subsection 4.3(2), if interim periods for a reporting issuer's transition year end 12, 9, 6 or 3 months before the end of the transition year, the reporting issuer must include (a) as comparative financial information in each interim financial report during its transition year (i) a statement of financial position as at the end of its old financial year; and (ii) the statement of comprehensive income, statement of changes in equity and statement of cash flows for periods in its old financial year, for the same calendar months as, or as close as possible to, the calendar months in the interim period in the transition year; (b) as comparative financial information in each interim financial report during its new financial year (i) a statement of financial position as at the end of its transition year; and (ii) the statement of comprehensive income, statement of changes in equity and statement of cash flows in its transition year or old financial year, or both, as appropriate, for the same calendar months as, or as close as possible to, the calendar months in the interim period in the new financial year; (c) in the following circumstances, a statement of financial position as at the beginning of the earliest comparative period:
(i) the reporting issuer discloses in its interim financial report an unreserved statement of compliance with International Accounting Standard 34 Interim Financial Reporting; and (ii) the reporting issuer

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 22 (A) applies an accounting policy retrospectively in its interim financial report; (B) makes a retrospective restatement of items in its interim financial report; or (C) reclassifies items in its interim financial report; and (d) in the case of the reporting issuer's first interim financial report required to be filed in the year of adopting IFRS, the opening IFRS statement of financial position at the date of transition to IFRS. M.O. 2005-03, s. 4.8; M.O. 2006-04, s. 8; M.O. 2010-17, s. 4.
4.9. Change in Corporate Structure
If an issuer is party to a transaction that resulted in, (a) the issuer becoming a reporting issuer other than by filing a prospectus; or (b) if the issuer was already a reporting issuer, in (i) the issuer ceasing to be a reporting issuer, (ii) a change in the reporting issuer’s financial year end, or (iii) a change in the name of the reporting issuer; the issuer must, as soon as practicable, and in any event not later than the deadline for the first filing required under this Regulation following the transaction, file a notice stating (c) the names of the parties to the transaction; (d) a description of the transaction; (e) the effective date of the transaction; (f) the name of each party, if any, that ceased to be a reporting issuer after the transaction and of each continuing entity; (g) the date of the reporting issuer’s first financial year-end after the transaction if paragraph (a) or subparagraph (b)(ii) applies; (h) the periods, including the comparative periods, if any, of the interim financial reports and the annual financial statements required to be filed for the reporting issuer’s first financial year after the transaction, if paragraph (a) or subparagraph (b)(ii) applies; and

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 23 (i) what documents were filed under this Regulation that described the transaction and where those documents can be found in electronic format, if paragraph (a) or subparagraph (b)(ii) applies. M.O. 2005-03, s. 4.9; M.O. 2006-04, s. 9; M.O. 2010-17, s. 5.
4.10. Reverse Takeovers
(1) If a reporting issuer must comply with section 4.9 because it was a party to a reverse takeover, the reporting issuer must comply with section 4.8 unless (a) the reporting issuer had the same year-end as the reverse takeover acquirer before the transaction; or (b) the reporting issuer changes its year-end to be the same as that of the reverse takeover acquirer. (2) If a reporting issuer completes a reverse takeover, it must (a) file the following financial statements for the reverse takeover acquirer, unless the financial statements have already been filed:
(i) financial statements for all annual and interim periods ending before the date of the reverse takeover and after the date of the financial statements included in an information circular or similar document, or under Item 5.2 of the Form 51-102F3 Material Change Report, prepared in connection with the transaction; or (ii) if the reporting issuer did not file a document referred to in subparagraph (i), or the document does not include the financial statements for the reverse takeover acquirer that would be required to be included in a prospectus, the financial statements prescribed under securities legislation and described in the form of prospectus that the reverse takeover acquirer was eligible to use prior to the reverse takeover for a distribution of securities in the jurisdiction; (b) file the annual financial statements required by paragraph (a) on or before the later of (i) the 20th day after the date of the reverse takeover; (ii) the 90th date after the end of the financial year; and (iii) the 120th day after the end of the financial year if the reporting issuer is a venture issuer; and (c) file each interim financial report required by paragraph (a) on or before the later of (i) the 10th day after the date of the reverse takeover;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 24 (ii) the 45th day after the end of the interim period; (iii) the 60th day after the end of the interim period if the reporting issuer is a venture issuer; and (iv) the filing deadline in paragraph (b). (3) A reporting issuer is not required to provide comparative interim financial information for the reverse takeover acquirer for periods that ended before the date of a reverse takeover if (a) to a reasonable person it is impracticable to present prior-period information on a basis consistent with subsection 4.3(2); (b) the prior-period information that is available is presented; and (c) the notes to the interim financial report disclose the fact that the prior-period information has not been prepared on a basis consistent with the most recent interim financial information. M.O. 2005-03, s. 4.10; M.O. 2006-04, s. 10; M.O. 2007-08, s. 2; M.O. 2010-17, s. 6.
4.11. Change of Auditor
(1) In this section
“appointment” means, in relation to a reporting issuer, the earlier of (a) the appointment as its auditor of a person; and (b) the decision by the board of directors of the reporting issuer to propose to holders of qualified securities to appoint such person as its auditor to replace its predecessor auditor; “consultation” means advice provided by a successor auditor, whether or not in writing, to a reporting issuer during the relevant period, which the successor auditor concluded was an important factor considered by the reporting issuer in reaching a decision concerning (a) the application of accounting principles or policies to a transaction, whether or not the transaction is completed; (b) a report provided by an auditor on the reporting issuer's financial statements; (c) scope or procedure of an audit or review engagement; or (d) financial statement disclosure;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 25 “disagreement” means a difference of opinion between personnel of a reporting issuer responsible for finalizing the reporting issuer's financial statements and the personnel of a predecessor auditor responsible for authorizing the issuance of audit reports on the reporting issuer's financial statements or authorizing the communication of the results of the auditor's review of the reporting issuer's interim financial report, if the difference of opinion (a) resulted in a modified opinion in the predecessor auditor's audit report on the reporting issuer's financial statements for any period during the relevant period; (b) would have resulted in a modified opinion in the predecessor auditor's audit report on the reporting issuer's financial statements for any period during the relevant period if the difference of opinion had not been resolved to the predecessor auditor's satisfaction, not including a difference of opinion based on incomplete or preliminary information that was resolved to the satisfaction of the predecessor auditor upon the receipt of further information; (c) resulted in a qualified or adverse communication or denial of assurance in respect of the predecessor auditor's review of the reporting issuer's interim financial report for any interim period during the relevant period; or (d) would have resulted in a qualified or adverse communication or denial of assurance in respect of the predecessor auditor's review of the reporting issuer's interim financial report for any interim period during the relevant period if the difference of opinion had not been resolved to the predecessor auditor's satisfaction, not including a difference of opinion based on incomplete or preliminary information that was resolved to the satisfaction of the predecessor auditor upon the receipt of further information; “predecessor auditor” means the auditor of a reporting issuer that is the subject of the most recent termination or resignation; “qualified securities” means securities of a reporting issuer that carry the right to participate in voting on the appointment or removal of the reporting issuer's auditor; “relevant information circular” means (a) if a reporting issuer's constating documents or applicable law require holders of qualified securities to take action to remove the reporting issuer's auditor or to appoint a successor auditor (i) the information circular required to accompany or form part of every notice of meeting at which that action is proposed to be taken; or (ii) the disclosure document accompanying the text of the written resolution provided to holders of qualified securities; or (b) if paragraph (a) does not apply, the information circular required to accompany or form part of the first notice of meeting to be sent to holders of qualified

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 26 securities following the preparation of a reporting package concerning a termination or resignation; “relevant period” means the period (a) commencing at the beginning of the reporting issuer's 2 most recently completed financial years and ending on the date of termination or resignation; or (b) during which the predecessor auditor was the reporting issuer's auditor, if the predecessor auditor was not the reporting issuer's auditor throughout the period described in paragraph (a); “reportable event” means a disagreement, a consultation, or an unresolved issue; “reporting package” means (a) the documents referred to in subparagraphs (5)(a)(i) and (6)(a)(i); (b) the letter referred to in clause (5)(a)(ii)(B), if received by the reporting issuer, unless an updated letter referred to in clause (6)(a)(iii)(B) has been received by the reporting issuer; (c) the letter referred to in clause (6)(a)(ii)(B), if received by the reporting issuer; and (d) any updated letter referred to in clause (6)(a)(iii)(B) received by the reporting issuer; “resignation” means notification from an auditor to a reporting issuer of the auditor's decision to resign or decline to stand for reappointment; “successor auditor” means the person (a) appointed; (b) that the board of directors have proposed to holders of qualified securities be appointed; or (c) that the board of directors have decided to propose to holders of qualified securities be appointed, as the reporting issuer's auditor after the termination or resignation of the reporting issuer's predecessor auditor; “termination” means, in relation to a reporting issuer, the earlier of (a) the removal of its auditor before the expiry of the auditor's term of appointment, the expiry of its auditor's term of appointment without reappointment, or the

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 27 appointment of a different person as its auditor upon expiry of its auditor's term of appointment; and (b) the decision by the board of directors of the reporting issuer to propose to holders of its qualified securities that its auditor be removed before, or that a different person be appointed as its auditor upon, the expiry of its auditor's term of appointment; “unresolved issue” means any matter that, in the predecessor auditor's opinion, has, or could have, a material impact on the financial statements, or reports provided by the auditor relating to the financial statements, for any financial period during the relevant period, and about which the predecessor auditor has advised the reporting issuer if (a) the predecessor auditor was unable to reach a conclusion as to the matter's implications before the date of termination or resignation; (b) the matter was not resolved to the predecessor auditor's satisfaction before the date of termination or resignation; or (c) the predecessor auditor is no longer willing to be associated with any of the financial statements; (2) For the purposes of this section, the term “material” has a meaning consistent with the discussion of the term “materiality” in the issuer's GAAP. (3) This section does not apply if (a) the following 3 conditions are met:
(i) a termination, or resignation, and appointment occur in connection with an amalgamation, arrangement, takeover or similar transaction involving the reporting issuer or a reorganization of the reporting issuer; (ii) the termination, or resignation, and appointment have been disclosed in a news release that has been filed or in a disclosure document that has been delivered to holders of qualified securities and filed; and (iii) no reportable event has occurred; (b) the change of auditor is required by the legislation under which the reporting issuer exists or carries on its activities; or (c) the change of auditor arises from an amalgamation, merger or other reorganization of the auditor. (4) An SEC issuer satisfies this section if it (a) complies with the requirements of U.S. laws relating to a change of auditor;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 28 (b) files a copy of all materials required by U.S. laws relating to a change of auditor at the same time as, or as soon as practicable after, they are filed with or furnished to the SEC; (c) issues and files a news release describing the information disclosed in the materials referred to in paragraph (b), if there are any reportable events; and (d) includes the materials referred to in paragraph (b) with each relevant information circular. (5) Upon a termination or resignation of its auditor, a reporting issuer must (a) within 3 days after the date of termination or resignation (i) prepare a change of auditor notice in accordance with subsection (7) and deliver a copy of it to the predecessor auditor; and (ii) request the predecessor auditor to (A) review the reporting issuer's change of auditor notice; (B) prepare a letter, addressed to the securities regulatory authority, stating, for each statement in the change of auditor notice, whether the auditor agrees, disagrees and the reasons why, or has no basis to agree or disagree; and (C) deliver the letter to the reporting issuer within 7 days after the date of termination or resignation; (b) within 14 days after the date of termination or resignation (i) have the audit committee of its board of directors or its board of directors review the letter referred to in clause (5)(a)(ii)(B) if received by the reporting issuer, and approve the change of auditor notice; (ii) file a copy of the reporting package with the securities regulatory authority; (iii) deliver a copy of the reporting package to the predecessor auditor; (iv) if there are any reportable events, issue and file a news release describing the information in the reporting package; and (c) include with each relevant information circular (i) a copy of the reporting package as an appendix; and (ii) a summary of the contents of the reporting package with a cross￾reference to the appendix.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 29 (6) Upon an appointment of a successor auditor, a reporting issuer must (a) within 3 days after the date of appointment (i) prepare a change of auditor notice in accordance with subsection (7) and deliver it to the successor auditor and to the predecessor auditor; (ii) request the successor auditor to (A) review the reporting issuer's change of auditor notice; (B) prepare a letter addressed to the securities regulatory authority, stating, for each statement in the change of auditor notice, whether the auditor agrees, disagrees and the reasons why, or has no basis to agree or disagree; and (C) deliver that letter to the reporting issuer within 7 days after the date of appointment; and (iii) request the predecessor auditor to, within 7 days after the date of appointment, (A) confirm that the letter referred to in clause (5)(a)(ii)(B) does not have to be updated; or (B) prepare and deliver to the reporting issuer an updated letter to replace the letter referred to in clause (5)(a)(ii)(B); (b) within 14 days after the date of appointment, (i) have the audit committee of its board of directors or its board of directors review the letters referred to in clauses (6)(a)(ii)(B) and (6)(a)(iii)(B) if received by the reporting issuer, and approve the change of auditor notice; (ii) file a copy of the reporting package with the securities regulatory authority; (iii) deliver a copy of the reporting package to the successor auditor and to the predecessor auditor; and (iv) if there are any reportable events, issue and file a news release disclosing the appointment of the successor auditor and describing the information in the reporting package or referring to the news release required under subparagraph (5)(b)(iv). (7) A change of auditor notice must state (a) the date of termination or resignation; (b) whether the predecessor auditor

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 30 (i) resigned on the predecessor auditor's own initiative or at the reporting issuer's request; (ii) was removed or is proposed to holders of qualified securities to be removed during the predecessor auditor's term of appointment; or (iii) was not reappointed or has not been proposed for reappointment; (c) whether the termination or resignation of the predecessor auditor and any appointment of the successor auditor were considered or approved by the audit committee of the reporting issuer's board of directors or the reporting issuer's board of directors; (d) whether the predecessor auditor's report on any of the reporting issuer's financial statements relating to the relevant period expressed a modified opinion and, if so, a description of each modification; (e) if there is a reportable event, the following information:
(i) for a disagreement,
(A) a description of the disagreement;
(B) whether the audit committee of the reporting issuer's board of directors or the reporting issuer's board of directors discussed the disagreement with the predecessor auditor; and (C) whether the reporting issuer authorized the predecessor auditor to respond fully to inquiries by any successor auditor concerning the disagreement and, if not, a description of and reasons for any limitation; (ii) for a consultation, (A) a description of the issue that was the subject of the consultation; (B) a summary of the successor auditor's oral advice, if any, provided to the reporting issuer concerning the issue; (C) a copy of the successor auditor's written advice, if any, received by the reporting issuer concerning the issue; and (D) whether the reporting issuer consulted with the predecessor auditor concerning the issue and, if so, a summary of the predecessor auditor's advice concerning the issue; and (iii) for an unresolved issue,

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 31 (A) a description of the issue; (B) whether the audit committee of the reporting issuer's board of directors or the reporting issuer's board of directors discussed the issue with the predecessor auditor; and (C) whether the reporting issuer authorized the predecessor auditor to respond fully to inquiries by any successor auditor concerning the issue and, if not, a description of and reasons for any limitation; and (f) if there are no reportable events, a statement to that effect. (8) If a reporting issuer does not file the reporting package required to be filed under subparagraph (5)(b)(ii) or the news release required to be filed under subparagraph (5)(b)(iv), the predecessor auditor must, within 3 days of the required filing date, advise the reporting issuer in writing of the failure and deliver a copy of the letter to the securities regulatory authority. (9) If a reporting issuer does not file the reporting package required to be filed under subparagraph (6)(b)(ii) or the news release required to be filed under subparagraph (6)(b)(iv), the successor auditor must, within 3 days of the required filing date, advise the reporting issuer in writing of the failure and deliver a copy of the letter to the securities regulatory authority. M.O. 2005-03, s. 4.11; M.O. 2006-04, s. 11; M.O. 2008-06, s. 11; M.O. 2008-10, s. 1; M.O. 2010-17, s. 7: M.O. 2014- 07, s. 2.
PART 4A
FORWARD-LOOKING INFORMATION
M.O. 2007-08, s. 3.
4A.1. Application
This Part applies to forward-looking information that is disclosed by a reporting issuer other than forward-looking information contained in oral statements. M.O. 2007-08, s. 3. 4A.2. Reasonable Basis A reporting issuer must not disclose forward-looking information unless the issuer has a reasonable basis for the forward-looking information. M.O. 2007-08, s. 3. 4A.3. Disclosure

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 32 A reporting issuer that discloses material forward-looking information must include disclosure that (a) identifies forward-looking information as such; (b) cautions users of forward-looking information that actual results may vary from the forward-looking information and identifies material risk factors that could cause actual results to differ materially from the forward-looking information; (c) states the material factors or assumptions used to develop forward-looking information; and (d) describes the reporting issuer’s policy for updating forward-looking information if it includes procedures in addition to those described in subsection 5.8(2). M.O. 2007-08, s. 3.
PART 4B
FOFI AND FINANCIAL OUTLOOKS
M.O. 2007-08, s. 3.
4B.1. Application
(1) This Part applies to FOFI or a financial outlook that is disclosed by a reporting issuer. (2) This Part does not apply to disclosure that is (a) subject to requirements in Regulation 51-101 respecting Standards of Disclosure for Oil and Gas Activities (chapter V-1.1, r. 23), or Regulation 43-101 respecting Standards of Disclosure for Mineral Projects (chapter V-1.1, r. 15); or (b) made to comply with the conditions of any exemption from the requirements referred to in paragraph (a) that a reporting issuer received from a securities regulatory authority unless the securities regulatory authority orders that this Part applies to disclosure made under the exemption; or (c) contained in an oral statement. M.O. 2007-08, s. 3. 4B.2. Assumptions (1) A reporting issuer must not disclose FOFI or a financial outlook unless the FOFI or financial outlook is based on assumptions that are reasonable in the circumstances. (2) FOFI or a financial outlook that is based on assumptions that are reasonable in the circumstances must, without limitation,

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 33 (a) be limited to a period for which the information in the FOFI or financial outlook can be reasonably estimated, and (b) use the accounting policies the reporting issuer expects to use to prepare its historical financial statements for the period covered by the FOFI or the financial outlook. M.O. 2007-08, s. 3. 4B.3. Disclosure In addition to the disclosure required by section 4A.3, if a reporting issuer discloses FOFI or a financial outlook, the issuer must include disclosure that (a) states the date management approved the FOFI or financial outlook, if the document containing the FOFI or financial outlook is undated; and (b) explains the purpose of the FOFI or financial outlook and cautions readers that the information may not be appropriate for other purposes. M.O. 2007-08, s. 3.
PART 5
MANAGEMENT'S DISCUSSION & ANALYSIS
5.1. Filing of MD&A
(1) A reporting issuer must file MD&A relating to its annual financial statements and each interim financial report. (1.1) Despite subsection (1), a reporting issuer does not have to file MD&A relating to the annual financial statements and interim financial reports required under sections 4.7 and 4.10 for financial years and interim periods that ended before the issuer became a reporting issuer. (2) The MD&A required to be filed must be filed on or before the earlier of (a) the filing deadlines for the annual financial statements and each interim financial report set out in sections 4.2 and 4.4, as applicable; and (b) the date the reporting issuer files the financial statements under subsections 4.1(1) or 4.3(1), as applicable. M.O. 2005-03, s. 5.1; M.O. 2006-04, s. 12; M.O. 2010-17, s. 9.
5.2. Filing of MD&A for SEC Issuers

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 34 Despite subsection 5.1(2), if an SEC issuer that is a reporting issuer is filing its annual or interim MD&A prepared in accordance with Item 303 of Regulation S-K under the 1934 Act, the SEC issuer must file that document on or before the earlier of (a) the date the SEC issuer would be required to file that document under
section 5.1; and
(b) the date the SEC issuer files that document with the SEC.
M.O. 2005-03, s. 5.2; M.O. 2006-04, s. 13; M.O. 2010-17, s. 9.
5.3. Additional Disclosure for Venture Issuers Without Significant Revenue
(1) A venture issuer that has not had significant revenue from operations in either of its last 2 financial years, must disclose in its MD&A, for each period referred to in subsection (2), a breakdown of material components of (a) exploration and evaluation assets or expenditures; (b) expensed research and development costs; (c) intangible assets arising from development; (d) general and administration expenses; and (e) any material costs, whether expensed or recognized as assets, not referred to in paragraphs (a) through (d); and if the venture issuer's business primarily involves mining exploration and development, the analysis of exploration and evaluation assets or expenditures must be presented on a property-by-property basis. (2) The disclosure in subsection (1) must be provided for the following periods:
(a) in the case of annual MD&A, for the 2 most recently completed financial years; and (b) in the case of interim MD&A for an issuer that is not providing disclosure in accordance with section 2.2.1 of Form 51-102F1, for the most recent year-to-date interim period and the comparative year-to-date period presented in the interim financial report. (3) Subsection (1) does not apply if the information required under that subsection has been disclosed in the financial statements to which the MD&A relates. M.O. 2005-03, s. 5.3; M.O. 2006-04, s. 14; M.O. 2010-17, s. 9; M.O. 2015-07, s. 1.
5.4. Disclosure of Outstanding Share Data

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 35 (1) A reporting issuer must disclose in its annual MD&A and, if the issuer is not providing disclosure in accordance with section 2.2.1 of Form 51-102F1, its interim MD&A,the designation and number or principal amount of (a) each class and series of voting or equity securities of the reporting issuer for which there are securities outstanding; (b) each class and series of securities of the reporting issuer for which there are securities outstanding if the securities are convertible into, or exercisable or exchangeable for, voting or equity securities of the reporting issuer; and (c) each class and series of voting or equity securities of the reporting issuer that are issuable on the conversion, exercise or exchange of outstanding securities of the reporting issuer. (2) For the application of paragraph (1)(c), if the exact number or principal amount of voting or equity securities of the reporting issuer that are issuable on the conversion, exercise or exchange of outstanding securities of the reporting issuer is not determinable, the reporting issuer must disclose the maximum number or principal amount of each class and series of voting or equity securities that are issuable on the conversion, exercise or exchange of outstanding securities of the reporting issuer and, if that maximum number or principal amount is not determinable, the reporting issuer must describe the exchange or conversion features and the manner in which the number or principal amount of voting or equity securities will be determined. (3) The disclosure under subsections (1) and (2) must be prepared as of the latest practicable date. M.O. 2005-03, s. 5.4; M.O. 2010-17, s. 9; M.O. 2015-07, s. 2.
5.5. Approval of MD&A
(1) The annual MD&A that a reporting issuer is required to file under this Part must be approved by the board of directors before being filed. (2) The interim MD&A that a reporting issuer is required to file under this Part must be approved by the board of directors before being filed. (3) In fulfilling the requirement in subsection (2), the board of directors may delegate the approval of the interim MD&A required to be filed under this Part to the audit committee of the board of directors. M.O. 2005-03, s. 5.5; M.O. 2010-17, s. 9.
5.6. Delivery of MD&A
(1) If a registered holder or beneficial owner of securities, other than debt instruments, of a reporting issuer requests the reporting issuer's annual or interim MD&A, the reporting

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 36 issuer must send a copy of the requested MD&A to the person that made the request, without charge, by the delivery deadline set out in subsection 4.6(3) for the annual financial statements or interim financial report to which the MD&A relates. (2) A reporting issuer is not required to send copies of any MD&A that was filed more than 2 years before the issuer receives the request. (3) The requirement to send annual MD&A under subsection (1) does not apply to a reporting issuer that sends its annual MD&A and any related MD&A supplement to its securityholders, other than holders of debt instruments, within 140 days of the issuer's financial year-end and in accordance with Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer (chapter V-1.1, r. 29). (4) If a reporting issuer sends MD&A under this section, the reporting issuer must also send, at the same time, the annual financial statements or interim financial report to which the MD&A relates. M.O. 2005-03, s. 5.6; M.O. 2006-04, s. 15; M.O. 2008-06, s. 11; M.O. 2010-17, s. 9.
5.7. Additional Disclosure for Reporting Issuers with Significant Equity
Investees
(1) A reporting issuer that has a significant equity investee must disclose in its MD&A for each period referred to in subsection (2), (a) summarized financial information of the equity investee, including the aggregated amounts of assets, liabilities, revenue and profit or loss; and (b) the reporting issuer's proportionate interest in the equity investee and any contingent issuance of securities by the equity investee that might significantly affect the reporting issuer's share of profit or loss. (2) The disclosure in subsection (1) must be provided for the following periods:
(a) in the case of annual MD&A, for the 2 most recently completed financial years; and (b) in the case of interim MD&A for an issuer that is not providing disclosure in accordance with section 2.2.1 of Form 51-102F1, for the most recent year-to-date interim period and the comparative year-to-date period presented in the interim financial report. (3) Subsection (1) does not apply if (a) the information required under that subsection has been disclosed in the financial statements to which the MD&A relates; or (b) the issuer files separate financial statements of the equity investee for the periods referred to in subsection (2).

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 37 M.O. 2006-04, s. 16; M.O. 2010-17, s. 9; M.O. 2015-07, s. 3.
5.8. Disclosure Relating to Previously Disclosed Material Forward-Looking
Information
(1) This section applies to material forward-looking information that is disclosed by a reporting issuer other than (a) forward-looking information contained in an oral statement, or (b) disclosure that is (i) subject to the requirements in Regulation 51-101 respecting Standards of Disclosure for Oil and Gas Activities (chapter V-1.1, r. 23) or Regulation 43-101 respecting Standards of Disclosure for Mineral Projects (chapter V-1.1, r. 15), or (ii) made to comply with the conditions of any exemption from the requirements referred to in subparagraph (i) that a reporting issuer received from a securities regulatory authority unless the securities regulatory authority orders that this
Part applies to disclosure made under the exemption.
(2) A reporting issuer must discuss in its MD&A, (a) events and circumstances that occurred during the period to which the MD&A relates that are reasonably likely to cause actual results to differ materially from material forward-looking information for a period that is not yet complete that the reporting issuer previously disclosed to the public; and (b) the expected differences referred to in paragraph (a). (3) Subsection (2) does not apply if the reporting issuer (a) includes the information required by subsection (2) in a news release issued and filed by the reporting issuer before the filing of the MD&A referred to in subsection (2); and (b) includes disclosure in the MD&A referred to in subsection (2) that (i) identifies the news release referred to in paragraph (a); (ii) states the date of the news release; and (iii) states that the news release is available at www.sedar.com. (4) A reporting issuer must disclose and discuss in its MD&A, material differences between

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 38 (a) actual results for the annual or interim period to which the MD&A relates, and (b) any FOFI or financial outlook for the period referred to in paragraph (a) that the reporting issuer previously disclosed. (5) If during the period to which its MD&A relates, a reporting issuer decides to withdraw previously disclosed material forward-looking information, (a) the reporting issuer must disclose in its MD&A the decision and discuss the events and circumstances that led the reporting issuer to that decision, including a discussion of the assumptions underlying the forward-looking information that are no longer valid, and (b) subsection (4) does not apply to the reporting issuer with respect to the MD&A (i) if the reporting issuer complies with paragraph (a); and (ii) the MD&A is filed before the end of the period covered by the forward-looking information. (6) Paragraph 5(a) does not apply if the reporting issuer (a) includes the information required by paragraph (5)(a) in a news release issued and filed by the reporting issuer before the filing of the MD&A referred to in subsection (5); and (b) includes disclosure in the MD&A referred to in subsection (5) that (i) identifies the news release referred to in paragraph (a); (ii) states the date of the news release; and (iii) states that the news release is available at www.sedar.com. M.O. 2007-08, s. 4; M.O. 2010-17, s. 10.
PART 6
ANNUAL INFORMATION FORM
6.1. Requirement to File an AIF
A reporting issuer that is not a venture issuer must file an AIF.
M.O. 2005-03, s. 6.1.
6.2. Filing Deadline for an AIF

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 39 An AIF must be filed, (a) on or before the 90th day after the end of the reporting issuer's most recently completed financial year; or (b) in the case of a reporting issuer that is an SEC issuer filing its AIF on Form 10-K or Form 20-F, on or before the earlier of (i) the 90th day after the end of the reporting issuer's most recently completed financial year; and (ii) the date the reporting issuer files its Form 10-K or Form 20-F with the SEC. M.O. 2005-03, s. 6.2; M.O. 2010-17, s. 11.
6.3. (Revoked).
M.O. 2005-03, s. 6.3; M.O. 2006-04, s. 17.
PART 7
MATERIAL CHANGE REPORTS
7.1. Publication of Material Change
(1) If a material change occurs in the affairs of a reporting issuer, the reporting issuer must (a) immediately issue and file a news release authorized by an executive officer disclosing the nature and substance of the change; and (b) as soon as practicable, and in any event within 10 days of the date on which the change occurs, file a Form 51-102F3 Material Change Report with respect to the material change. (2) Subsection (1) does not apply if, (a) in the opinion of the reporting issuer, and if that opinion is arrived at in a reasonable manner, the disclosure required by subsection (1) would be unduly detrimental to the interests of the reporting issuer; or (b) the material change consists of a decision to implement a change made by senior management of the reporting issuer who believe that confirmation of the decision by the board of directors is probable, and senior management of the reporting issuer has no reason to believe that persons with knowledge of the material change have made use of that knowledge in purchasing or selling securities of the reporting issuer,

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 40 and the reporting issuer immediately files the report required under paragraph (1)(b) marked so as to indicate that it is confidential, together with written reasons for non-disclosure. (3) (paragraph revoked). (4) (paragraph revoked). (5) If a report has been filed under subsection (2), the reporting issuer must advise the securities regulatory authority in writing if it believes the report should continue to remain confidential, within 10 days of the date of filing of the initial report and every 10 days thereafter until the material change is generally disclosed in the manner referred to in paragraph (1)(a), or, if the material change consists of a decision of the type referred to in paragraph (2)(b), until that decision has been rejected by the board of directors of the reporting issuer. (6) In Ontario, the reporting issuer must advise the securities regulatory authority. (7) If a report has been filed under subsection (2), the reporting issuer must promptly generally disclose the material change in the manner referred to in subsection (1) upon the reporting issuer becoming aware, or having reasonable grounds to believe, that persons are purchasing or selling securities of the reporting issuer with knowledge of the material change that has not been generally disclosed. M.O. 2005-03, s. 7.1; M.O. 2006-04, s. 18; M.O. 2008-06, s. 11; M.O. 2008-10, s. 2.
PART 8
BUSINESS ACQUISITION REPORT
8.1. Interpretation and Application
(1) In this Part,
“acquisition” includes an acquisition of an interest in a business that is consolidated for accounting purposes or accounted for by another method, such as the equity method; “acquisition of related businesses” means the acquisition of 2 or more businesses if (a) the businesses were under common control or management before the acquisitions were completed; (b) each acquisition was conditional upon the completion of each other acquisition; or (c) the acquisitions were contingent upon a single common event;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 41 “business” includes an interest in an oil and gas property to which reserves, as defined in Regulation 51-101 respecting Standards of Disclosure for Oil and Gas Activities (chapter V-1.1, r. 23), have been specifically attributed; and “specified profit or loss” means profit or loss from continuing operations attributable to the owners of the parent, adjusted to exclude income taxes. (2) This Part does not apply to a transaction that is a reverse takeover. M.O. 2005-03, s. 8.1; M.O. 2006-04, s. 19; M.O. 2007-08, s. 5; M.O. 2010-17, s. 12.
8.2. Obligation to File a Business Acquisition Report and Filing Deadline
(1) If a reporting issuer completes a significant acquisition, it must file a business acquisition report within 75 days after the acquisition date. (2) Despite subsection (1), if the most recently completed financial year of the acquired business ended 45 days or less before the acquisition date, a reporting issuer must file a business acquisition report (a) within 90 days after the acquisition date, in the case of an issuer other than a venture issuer, or (b) within 120 days after the acquisition date, in the case of a venture issuer. M.O. 2005-03, s. 8.2; M.O. 2006-04, s. 20; M.O. 2010-17, s. 13.
8.3. Determination of Significance
(1) An acquisition of a business or related businesses is a significant acquisition, (a) for a reporting issuer that is not a venture issuer, if the acquisition satisfies 2 or more of the significance tests set out in subsection (2); and (b) for a venture issuer, if the acquisition satisfies either of the significance tests set out in paragraphs (2)(a) or (b) if “30%” is read as “100%”. (2) For the purposes of subsection (1), the significance tests are:
(a) The asset test: The reporting issuer's proportionate share of the consolidated assets of the business or related businesses exceeds 30% of the consolidated assets of the reporting issuer calculated using the audited annual financial statements of each of the reporting issuer and the business or the related businesses for the most recently completed financial year of each that ended before the acquisition date. (b) The investment test: The reporting issuer's consolidated investments in and advances to the business or related businesses as at the acquisition date exceeds 30% of the consolidated assets of the reporting issuer as at the last day of the most recently completed financial year of the reporting issuer ended before the acquisition date,

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 42 excluding any investments in or advances to the business or related businesses as at that date. (c) The profit or loss test: The reporting issuer's proportionate share of the consolidated specified profit or loss of the business or related businesses exceeds 30% of the consolidated specified profit or loss of the reporting issuer calculated using the audited annual financial statements of each of the reporting issuer and the business or related businesses for the most recently completed financial year of each ended before the acquisition date. (3) If an acquisition of a business or related businesses is significant based on the significance tests in subsection (2), (a) a reporting issuer that is not a venture issuer may re-calculate the significance using the optional significance tests in subsection (4); and (b) a venture issuer may re-calculate the significance using the optional significance tests in paragraphs (4)(a) or (b) if “30%” is read as “100%”. (4) The optional significance tests are:
(a) The asset test: The reporting issuer’s proportionate share of the consolidated assets of the business or related businesses exceeds 30% of the consolidated assets of the reporting issuer, calculated using the financial statements of each of the reporting issuer and the business or the related businesses for the most recently completed interim period or financial year of each, without giving effect to the acquisition. (b) The investment test: The reporting issuer's consolidated investments in and advances to the business or related businesses as at the acquisition date exceeds 30% of the consolidated assets of the reporting issuer as at the last day of the most recently completed interim period or financial year of the reporting issuer, excluding any investments in or advances to the business or related businesses as at that date. (c) The profit or loss test: The specified profit or loss calculated under the following subparagraph (i) exceeds 30% of the specified profit or loss calculated under the following subparagraph (ii):
(i) the reporting issuer's proportionate share of the consolidated specified profit or loss of the business or related businesses for the later of (A) the most recently completed financial year of the business or related businesses; or (B) the 12 months ended on the last day of the most recently completed interim period of the business or related businesses;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 43 (ii) the reporting issuer's consolidated specified profit or loss for the later of (A) the most recently completed financial year, without giving effect to the acquisition; or (B) the 12 months ended on the last day of the most recently completed interim period of the reporting issuer, without giving effect to the acquisition. (4.1) For the purposes of subsections (2) and (4), the reporting issuer must not remeasure its previously held equity interest in the business or related businesses. (4.2) For the purposes of paragraphs (2)(b) and (4)(b), the reporting issuer's investments in and advances to the business or related businesses must include (a) the consideration transferred for the acquisition, measured in accordance with the issuer's GAAP, (b) payments made in connection with the acquisition which do not constitute consideration transferred but which would not have been paid unless the acquisition had occurred, and (c) contingent consideration for the acquisition measured in accordance with the issuer's GAAP. (5) Despite subsection (1) and for the purposes of subsection (3), an acquisition of a business or related businesses is not a significant acquisition, (a) for a reporting issuer that is not a venture issuer, if the acquisition does not satisfy at least 2 of the optional significance tests under subsection (4); or (b) for a venture issuer, if the acquisition would not satisfy the optional significance tests set out in paragraphs (4) (a) and (b) if “30%” were read as “100%”. (6) Despite subsection (3), the significance of an acquisition of a business or related businesses may be re-calculated using financial statements for periods that ended after the acquisition date only if, after the acquisition date, the business or related businesses remained substantially intact and were not significantly reorganized, and no significant assets or liabilities were transferred to other entities. (7) For the purposes of paragraphs (2)(c) and (4)(c), if any of the reporting issuer, the business or the related businesses has incurred a loss, the significance test must be applied using the absolute value of the loss from continuing operations attributable to owners of the parent, adjusted to exclude income taxes. (8) For the purposes of paragraph (2)(c) and clause (4)(c)(ii)(A), if the reporting issuer's consolidated specified profit or loss for the most recently completed financial year was lower by 20% or more than its average consolidated specified profit or loss for the 3

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 44 most recently completed financial years, the issuer may, subject to subsection (10), substitute the average consolidated specified profit or loss for the 3 most recently completed financial years in determining whether the significance test set out in paragraph (2)(c) or (4)(c) is satisfied. (9) For the purpose of clause (4)(c)(ii)(B) if the reporting issuer's consolidated specified profit or loss for the most recently completed 12-month period was lower by 20% or more than its average consolidated specified profit or loss for the 3 most recently completed 12-month periods, the issuer may, subject to subsection (10), substitute the average consolidated specified profit or loss for the 3 most recently completed 12-month periods in determining whether the significance test set out in paragraph (4)(c) is satisfied. (10) If the reporting issuer's consolidated specified profit or loss for either of the 2 earlier financial periods referred to in subsections (8) and (9) is a loss, the reporting issuer's specified profit or loss for that period is considered to be zero for the purposes of calculating the average consolidated specified profit or loss for the 3 financial periods. (11) If a reporting issuer has made multiple investments in the same business, then for the purposes of applying subsections (2) and (4), (a) if the initial investment and one or more incremental investments were made during the same financial year, the investments must be aggregated and tested on a combined basis; (b) if one or more incremental investments were made in a financial year subsequent to the financial year in which an initial or incremental investment was made and the initial or previous incremental investments are reflected in audited annual financial statements of the reporting issuer previously filed, the reporting issuer must apply the significance tests set out in subsections (2) and (4) on a combined basis to the incremental investments not reflected in audited financial statements of the reporting issuer previously filed; and (c) if one or more incremental investments were made in a financial year subsequent to the financial year in which the initial investment was made and the initial investment is not reflected in audited annual financial statements of the reporting issuer previously filed, the reporting issuer must apply the significance tests set out in subsections (2) and (4) to the initial and incremental investments on a combined basis. (11.1) For the purposes of calculating the optional profit or loss test under clause (4)(c)(ii)(A), a reporting issuer may use pro forma consolidated specified profit or loss for its most recently completed financial year that was included in a previously filed document if (a) the reporting issuer has made a significant acquisition of a business after its most recently completed financial year; and (b) the previously
filed document included

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 45 (i) audited annual financial statements of that acquired business for the periods required by this Part; and (ii) the pro forma financial information required by subsection 8.4(5) or (6). (12) In determining whether an acquisition of related businesses is a significant acquisition, related businesses acquired after the ending date of the most recently filed audited annual financial statements of the reporting issuer must be considered on a combined basis. (13) For the purposes of calculating the significance tests in subsections (2) and (4), the amounts used for the business or related businesses must (a) be based on the issuer's GAAP, and (b) be translated into the same presentation currency as that used in the reporting issuer's financial statements. (13.1) Paragraph 8.3(13)(a) does not apply to a venture issuer if (a) the financial statements for the business or related businesses referred to in subsections 8.3(2) and (4) (i) are prepared in accordance with Canadian GAAP applicable to private enterprises, and (ii) are prepared in a manner that consolidates any subsidiaries and accounts for significantly influenced investees and joint ventures using the equity method; and (b) none of the accounting principles described in paragraphs 3.11(1)(a) through (e) of Regulation 52-107 respecting Acceptable Accounting Principles and Auditing Standards (chapter V-1.1, r. 25) were used to prepare financial statements for the business or related businesses referred to in subsections 8.3(2) and (4). (14) Despite subsections (2) and (4), the significance of an acquisition of a business or related businesses may be calculated using unaudited financial statements of the business or related businesses that comply with section 3.11 of Regulation 52-107 respecting Acceptable Accounting Principles and Auditing Standards if the financial statements of the business or related businesses for the most recently completed financial year have not been audited. (15) Despite subsections (2) and (4), the significance of an acquisition of a business or related businesses may be calculated using the audited financial statements for the financial year immediately preceding the reporting issuer’s most recently completed

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 46 financial year if the reporting issuer has not been required to file, and has not filed, audited financial statements for its most recently completed financial year. M.O. 2005-03, s. 8.3; M.O. 2006-04, s. 21; M.O. 2010-17, s. 14; M.O. 2015-07, s. 4; M.O. 2020-20, s. 1.
8.4. Financial Statement Disclosure for Significant Acquisitions
(1) If a reporting issuer is required to file a business acquisition report under
section 8.2, the business acquisition report must include the following for each business
or related businesses:
(a) a statement of comprehensive income, a statement of changes in equity and a statement of cash flows for the following periods:
(i) if the business has completed one financial year, (A) the most recently completed financial year ended on or before the acquisition date; and (B) the financial year immediately preceding the most recently completed financial year, if any; or (ii) if the business has not completed one financial year, the financial period commencing on the date of formation and ending on a date not more than 45 days before the acquisition date; (b) a statement of financial position as at the end of each of the periods specified in paragraph (a); and (c) notes to the financial statements. (2) The most recently completed financial period referred to in subsection (1) must be audited. (3) If a reporting issuer is required to include financial statements in a business acquisition report under subsection (1), the business acquisition report must include financial statements for (a) the most recently completed interim period or other period that started the day after the date of the statement of financial position specified in paragraph (1)(b) and ended, (i) in the case of an interim period, before the acquisition date; or (ii) in the case of a period other than an interim period, after the interim period referred to in subparagraph (i) and on or before the acquisition date; and (b) a comparable period in the preceding financial year of the business.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 47 (3.1) If a reporting issuer is required under subsection (3) to include an interim financial report in a business acquisition report and the financial statements for the business or related businesses acquired are prepared in accordance with Canadian GAAP applicable to private enterprises, as permitted under Regulation 52-107 respecting Acceptable Accounting Principles and Auditing Standards (chapter V-1.1, r. 25), the interim financial report must include (a) a balance sheet as at the end of the interim period and a balance sheet as at the end of the immediately preceding financial year, if any; (b) an income statement, a statement of retained earnings and a cash flow statement, all for the year-to-date interim period, and comparative financial information for the corresponding interim period in the immediately preceding financial year, if any; and (c) notes to the financial statements. (4) Despite subsection (3), the business acquisition report may include financial statements for a period ending not more than one interim period before the period referred to in subparagraph (3)(a)(i) if (a) the business does not, or related businesses do not, constitute a material departure from the business or operations of the reporting issuer immediately before the acquisition; and (b) (paragraph revoked). (c) either (i) the acquisition date is, and the reporting issuer files the business acquisition report, within the following time after the business's or related businesses' most recently completed interim period:
(A) 45 days, if the reporting issuer is not a venture issuer; or (B) 60 days, if the reporting issuer is a venture issuer; or (ii) the reporting issuer filed a document before the acquisition date that included financial statements for the business or related businesses that would have been required if the document were a prospectus, and those financial statements are for a period ending not more than one interim period before the interim period referred to in subparagraph (3)(a)(i). (5) If a reporting issuer other than a venture issuer is required to include financial statements in a business acquisition report under subsection (1) or (3), the business acquisition report must include (a) a pro forma statement of financial position of the reporting issuer,

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 48 (i) as at the date of the reporting issuer's most recent statement of financial position filed, that gives effect, as if they had taken place as at the date of the pro forma statement of financial position, to significant acquisitions that have been completed, but are not reflected in the reporting issuer's most recent statement of financial position for an annual or interim period; or (ii) if the reporting issuer has not filed a statement of financial position for any annual or interim period, as at the date of the acquired business's most recent statement of financial position, that gives effect, as if they had taken place as at the date of the pro forma statement of financial position, to significant acquisitions that have been completed; (b) a pro forma income statement of the reporting issuer that gives effect to significant acquisitions completed since the beginning of the financial year referred to in clause (i)(A) or (ii)(A), as applicable, as if they had taken place at the beginning of that financial year, for each of the following financial periods:
(i) the reporting issuer's
(A) most recently completed financial year for which it has filed financial statements; and (B) interim period for which it has filed an interim financial report that started after the period in clause (A) and ended immediately before the acquisition date or, in the reporting issuer's discretion, after the acquisition date; or (ii) if the reporting issuer has not filed a statement of comprehensive income for any annual or interim period, for the business's or related businesses' (A) most recently completed financial year that ended before the acquisition date; and (B) period for which financial statements are included in the business acquisition report under paragraph (3)(a); and (c) pro forma earnings per share based on the pro forma financial statements referred to in paragraph (b). (6) Despite paragraph (5)(a) and clauses (5)(b)(i)(B) and (5)(b)(ii)(B), if the reporting issuer relies on subsection (4), the business acquisition report may include (a) a pro forma statement of financial position as at the date of the statement of financial position filed immediately before the reporting issuer's most recent statement of financial position filed; and (b) a pro forma income statement for the period ending not more than one interim period before the interim period referred to in clause (5)(b)(i)(B) or (5)(b)(ii)(B), as applicable.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 49 (7) If a reporting issuer is required to include pro forma financial statements in a business acquisition report under subsection (5), (a) the reporting issuer must identify in the pro forma financial statements each significant acquisition, if the pro forma financial statements give effect to more than one significant acquisition; (b) the reporting issuer must include in the pro forma financial statements (i) adjustments attributable to each significant acquisition for which there are firm commitments and for which the complete financial effects are objectively determinable; (ii) adjustments to conform amounts for the business or related businesses to the issuer's accounting policies, and (iii) a description of the underlying assumptions on which the pro forma financial statements are prepared, cross-referenced to each related pro forma adjustment; (c) if the financial year-end of the business differs from the reporting issuer's year-end by more than 93 days, for the purpose of preparing the pro forma income statement for the reporting issuer's most recently completed financial year, the reporting issuer must construct an income statement of the business for a period of 12 consecutive months ending no more than 93 days before or after the reporting issuer's year-end, by adding the results for a subsequent interim period to a completed financial year of the business and deducting the comparable interim results for the immediately preceding year; (d) if a constructed income statement is required under paragraph (c), the pro forma financial statements must disclose the period covered by the constructed income statement on the face of the pro forma financial statements and must include a note stating that the financial statements of the business used to prepare the pro forma financial statements were prepared for the purpose of the pro forma financial statements and do not conform with the financial statements for the business included elsewhere in the business acquisition report; (e) if a reporting issuer is required to prepare a pro forma income statement for an interim period required by paragraph (5)(b), and the pro forma income statement for the most recently completed financial year includes results of the business which are also included in the pro forma income statement for the interim period, the reporting issuer must disclose in a note to the pro forma financial statements the revenue, expenses and profit or loss from continuing operations included in each pro forma income statement for the overlapping period; and (f) a constructed period referred to in paragraph (c) does not have to be audited.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 50 (8) If a reporting issuer is required under subsection (1) to include financial statements for more than one business because the significant acquisition involves an acquisition of related businesses, the financial statements required under subsection (1) must be presented separately for each business, except for the periods during which the businesses have been under common control or management, in which case the reporting issuer may present the financial statements of the businesses on a combined basis. M.O. 2005-03, s. 8.4; M.O. 2006-04, s. 22; M.O. 2008-06, s. 2; M.O. 2010-17, s. 15; M.O. 2015-07, s. 5.
8.5. (Revoked).
M.O. 2005-03, s. 8.5; M.O. 2006-04, s. 23.
8.6. Exemption for Significant Acquisitions Accounted for Using the Equity
Method
A reporting issuer is exempt from the requirements in section 8.4 if (a) the acquisition is, or will be, of an equity investee; (b) the business acquisition report includes disclosure for the periods for which financial statements are otherwise required under subsection 8.4(1) that (i) summarizes financial information of the equity investee, including the aggregated amounts of assets, liabilities, revenue and profit or loss; and (ii) describes the reporting issuer's proportionate interest in the equity investee and any contingent issuance of securities by the equity investee that might significantly affect the reporting issuer's share of profit or loss; (c) the financial information provided under paragraph (b) for the most recently completed financial year (i) has been derived from audited financial statements of the equity investee; or (ii) has been audited; and (d) the business acquisition report (i) identifies the financial statements referred to in subparagraph (c)(i) from which the disclosure provided under paragraph (b) has been derived; or (ii) discloses that the financial information provided under paragraph (b), if not derived from audited financial statements, has been audited; and

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 51 (iii) discloses that the auditor expressed an unmodified opinion with respect to the financial statements referred to in subparagraph (i) or the financial information referred to in subparagraph (ii). M.O. 2005-03, s. 8.6; M.O. 2006-04, s. 24; M.O. 2010-17, s. 16.
8.7. (Revoked).
M.O. 2005-03, s. 8.7; M.O. 2006-04, s. 25.
8.8. Exemption for Significant Acquisitions if Financial Year End Changed
If under section 8.4 a reporting issuer is required to provide financial statements for a business acquired and the business changed its financial year end during either of the financial years required to be included, the reporting issuer may include financial statements for the transition year in satisfaction of the financial statements for one of the years, provided that the transition year is at least 9 months. M.O. 2005-03, s. 8.8; M.O. 2006-04, s. 26.
8.9. Exemption from Comparatives if Financial Statements Not Previously
Prepared
A reporting issuer is not required to provide comparative information for an interim financial report required under subsection 8.4(3) for a business acquired if (a) to a reasonable person it is impracticable to present prior-period information on a basis consistent with the most recently completed interim period of the acquired business; (b) the prior-period information that is available is presented; and (c) the notes to the interim financial report disclose the fact that the prior-period information has not been prepared on a basis consistent with the most recent interim financial information. M.O. 2005-03, s. 8.9; M.O. 2006-04, s. 27; M.O. 2010-17, s. 17.
8.10. Acquisition of an Interest in an Oil and Gas Property
(1) Despite subsections 8.3(1), 8.3(2), 8.3(3) and 8.3(4), the asset tests in paragraphs 8.3(2)(a) and 8.3(4)(a) do not apply to an acquisition (a) of a business that is an interest in an oil and gas property or related businesses that are interests in oil and gas properties; and (b) that is not of securities of another issuer, unless the vendor transferred the business referenced in paragraph (1)(a) to the other issuer and that other issuer

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 52 (i) was created for the sole purpose of facilitating the acquisition; and (ii) other than assets or operations relating to the transferred business, has no (A) substantial assets; or (B) operating history. (2) Despite subsections 8.3(1), 8.3(2), 8.3(3), 8.3(4), 8.3(8), 8.3(9), 8.3(10) and 8.3(11.1), a reporting issuer must substitute “operating income” for “specified profit or loss” for the purposes of the profit or loss test in paragraphs 8.3(2)(c) and 8.3(4)(c) if the acquisition is one described in subsection (1). (3) Exemption from Financial Statement Disclosure - A reporting issuer is exempt from the requirements in section 8.4 if (a) the significant acquisition is an acquisition described in subsection (1); (b) the reporting issuer is unable to provide the financial statements in respect of the significant acquisition otherwise required under this Part because those financial statements do not exist or because the reporting issuer does not have access to those financial statements; (c) the acquisition does not constitute a reverse takeover; (d) (paragraph revoked); (e) in respect of the business or related businesses, for each of the financial periods for which financial statements would, but for this section, be required under
section 8.4, the business acquisition report includes
(i) an operating statement for the business or related businesses prepared in accordance with subsection 3.11(5) of Regulation 52-107 respecting Acceptable Accounting Principles and Auditing Standards (chapter V-1.1, r. 25); (ii) a pro forma operating statement of the reporting issuer that gives effect to significant acquisitions completed since the beginning of the reporting issuer’s most recently completed financial year for which financial statements are required to have been filed, as if they had taken place at the beginning of that financial year, for each of the financial periods referred to in paragraph 8.4(5)(b); (iii) a description of the property or properties and the interest acquired by the reporting issuer; and (iv) disclosure of the annual oil and gas production volumes from the business or related businesses;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 53 (f) the operating statement for the most recently completed financial period referred to in subsection 8.4(1) is audited; and (g) the business acquisition report discloses (i) the estimated reserves and related future net revenue attributable to the business or related businesses, the material assumptions used in preparing the estimates and the identity and relationship to the reporting issuer or to the vendor of the person who prepared the estimates; and (ii) the estimated oil and gas production volumes from the business or related businesses for the first year reflected in the estimates disclosed under subparagraph (i). (4) A reporting issuer is exempt from the requirements of subparagraphs (3)(e)(i), (ii) and (iv), if (a) production, gross sales, royalties, production costs and operating income were nil for the business or related businesses for each financial period; and (b) the business acquisition report discloses this fact. M.O. 2005-03, s. 8.10; M.O. 2006-04, s. 28; M.O. 2008-06, s. 3; M.O. 2010-17, s. 18; M.O. 2013-04, s. 2.
8.11. Exemption for Multiple Investments in the Same Business
Despite section 8.4, a reporting issuer is exempt from the requirements to file financial statements for an acquired business, other than the pro forma financial statements required by subsection 8.4(5), in a business acquisition report if the reporting issuer has made multiple investments in the same business and the acquired business has been consolidated in the reporting issuer's most recent annual financial statements that have been filed. M.O. 2005-03, s. 8.11; M.O. 2006-04, s. 29; M.O. 2010-17, s. 19.
PART 9
PROXY SOLICITATION AND INFORMATION CIRCULARS
9.1. Sending of Proxies and Information Circulars
(1) If management of a reporting issuer gives notice of a meeting to its registered holders of voting securities, management must, at the same time as or before giving that notice, send to each registered holder of voting securities who is entitled to notice of the meeting a form of proxy for use at the meeting. (2) A person that solicits proxies from registered holders of voting securities of a reporting issuer must,

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 54 (a) in the case of a solicitation by or on behalf of management of a reporting issuer, send an information circular with the notice of meeting to each registered securityholder whose proxy is solicited; or (b) in the case of any other solicitation, concurrently with or before the solicitation, send an information circular to each registered securityholder whose proxy is solicited. (3) (paragraph revoked). M.O. 2005-03, s. 9.1; M.O. 2008-06, s. 11; M.O. 2008-10, s. 3.
9.1.1. Notice-and-Access
(1) A person soliciting proxies may use notice-and-access to send proxy-related materials to a registered holder of voting securities of a reporting issuer if all of the following apply:
(a) the registered holder of voting securities is sent a notice that contains the following information and no other information:
(i) the date, time and location of the reporting issuer’s meeting for which the proxy-related materials are being sent; (ii) a description of each matter or group of related matters identified in the form of proxy to be voted on, unless that information is already included in a form of proxy that is being sent to the registered holder of voting securities under paragraph (b); (iii) the website addresses for SEDAR and the non-SEDAR website where the proxy-related materials are posted; (iv) a reminder to review the information circular before voting; (v) an explanation of how to obtain a paper copy of the information circular and, if applicable, the documents in paragraph (2)(b) from the person; (vi) a plain-language explanation of notice-and-access that includes the following information:
(A) if the person is using stratification, a list of the types of registered holders or beneficial owners who will receive paper copies of the information circular and, if applicable, the documents in paragraph (2)(b); (B) the estimated date and time by which a request for a paper copy of the information circular and, if applicable, the documents in paragraph (2)(b), is to be received in order for the requester to receive the paper copy in advance of any deadline for the submission of the proxy and the date of the meeting;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 55 (C) an explanation of how the registered holder is to return the proxy, including any deadline for return of the proxy; (D) the sections of the information circular where disclosure regarding each matter or group of related matters identified in the notice can be found; (E) a toll-free telephone number the registered holder can call to get information about notice-and-access; (b) the registered holder of voting securities is sent, by prepaid mail, courier or the equivalent, the notice required by paragraph (a) and a form of proxy for use at the meeting and, in the case of a solicitation by or on behalf of management of the reporting issuer, the notice and form of proxy are sent at least 30 days before the date of the meeting; (c) in the case of a solicitation by or on behalf of management of the reporting issuer, the reporting issuer files on SEDAR the notification of meeting and record dates in the manner and within the time specified by Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer (chapter V-1.1, r. 29); (d) public electronic access to the information circular, form of proxy and the notice in paragraph (a) is provided on or before the date that the person soliciting proxies sends the notice in paragraph (a) to registered holders in the following manner:
(i) the documents are filed on SEDAR as required by section 9.3; (ii) the documents are posted until the date that is one year from the date that the documents are posted, on a website other than the website for SEDAR; (e) a toll-free telephone number is provided for use by the registered holder of voting securities to request a paper copy of the information circular and, if applicable, the documents in paragraph (2)(b), at any time from the date that the person soliciting proxies sends the notice in paragraph (a) to the registered holder up to and including the date of the meeting, including any adjournment; (f) if a request for a paper copy of the information circular and, if applicable, the documents in paragraph (2)(b), is received at the toll-free telephone number provided under paragraph (e) or by any other means, a paper copy of any such document requested is sent free of charge by the person soliciting proxies to the requester at the address specified in the request in the following manner:
(i) in the case of a request received prior to the date of the meeting, within 3 business days after receiving the request, by first class mail, courier or the equivalent;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 56 (ii) in the case of a request received on or after the date of the meeting, and within one year of the information circular being filed, within 10 calendar days after receiving the request, by prepaid mail, courier or the equivalent. (2) Unless an information circular is included with the proxy-related materials, a reporting issuer that sends proxy-related materials to a registered holder of voting securities using notice-and-access must not include with the proxy-related materials any information or document that relates to the particulars of any matter to be submitted to the meeting, except for the following:
(a) the information required to be included in the notice under paragraph (1)(a); (b) financial statements of the reporting issuer to be approved at the meeting and MD&A related to those financial statements, which may be part of an annual report. (3) A notice under paragraph (1)(a) and the form of proxy may be combined in a single document. M.O. 2013-01, s. 5.
9.1.2. Posting materials on non-SEDAR website
(1) A person that posts proxy-related materials in the manner referred to in subparagraph 9.1.1(1)(d)(ii) must also post on the website the following documents:
(a) any disclosure material regarding the meeting that the person has sent to registered holders or beneficial owners of voting securities; (b) any written communications the person soliciting proxies has made available to the public regarding each matter or group of matters to be voted upon at the meeting, whether or not they were sent to registered holders or beneficial owners of voting securities. (2) Proxy-related materials that are posted under subparagraph 9.1.1(1)(d)(ii) must be posted in a manner and be in a format that permit an individual with a reasonable level of computer skill and knowledge to do all of the following easily:
(a) access, read and search the documents on the website; (b) download and print the documents. M.O. 2013-01, s. 5.
9.1.3. Consent to other delivery methods
For greater certainty, section 9.1.1 does not (a) prevent a registered holder of voting securities from consenting to a person’s use of other delivery methods to send proxy-related materials;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 57 (b) terminate or modify a consent that a registered holder of voting securities previously gave to a person regarding the use of other delivery methods to send proxy￾related materials; or (c) prevent a person from sending proxy-related materials using a delivery method to which a registered holder has consented prior to February 11, 2013. M.O. 2013-01, s. 5.
9.1.4. Instructions to receive paper copies
(1) Despite section 9.1.1, a reporting issuer may obtain standing instructions from a registered holder of voting securities that a paper copy of the information circular and, if applicable, the documents in paragraph 9.1.1(2)(b), be sent to the registered holder in all cases when the reporting issuer uses notice-and-access. (2) If a reporting issuer has obtained standing instructions from a registered holder under subsection (1), the reporting issuer must do both of the following:
(a) include with the notice required by paragraph 9.1.1(1)(a) any paper copies of information circulars and, if applicable, the documents in paragraph 9.1.1(2)(b), required to comply with standing instructions obtained under subsection (1); (b) include with the notice under paragraph (a) a description, or otherwise inform the registered holder of, the means by which the registered holder may revoke the registered holder’s standing instructions. M.O. 2013-01, s. 5.
9.1.5. Compliance with SEC Notice-and-Access Rules
A reporting issuer that is an SEC issuer can send proxy-related materials to registered holders under section 9.1 using a delivery method permitted under U.S. federal securities law, if both of the following apply:
(a) the SEC issuer is subject to, and complies with Rule 14a-16 under the 1934 Act; (b) residents of Canada do not own, directly or indirectly, outstanding voting securities carrying more than 50% of the votes for the election of directors, and none of the following apply:
(i) the majority of the executive officers or directors of the issuer are residents of Canada; (ii) more than 50% of the consolidated assets of the issuer are located in Canada; (iii) the business of the issuer is administered principally in Canada.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 58 M.O. 2013-01, s. 5.
9.2. Exemptions from Sending Information Circular
(1) Subsection 9.1(2) does not apply to a solicitation by a person in respect of securities of which the person is the beneficial owner. (2) Paragraph 9.1(2)(b) does not apply to a solicitation if the total number of securityholders whose proxies are solicited is not more than 15. (3) For the purposes of subsection (2), 2 or more persons who are joint registered owners of one or more securities are considered to be one securityholder. (4) Despite paragraph 9.1(2)(b), a person, other than management of a reporting issuer or a person acting on behalf of management, may solicit proxies from registered securityholders of a reporting issuer without sending an information circular, if (a) the solicitation is made to the public by broadcast, speech or publication; (b) soliciting proxies by broadcast, speech or publication is permitted by the laws under which the reporting issuer is incorporated, organized or continued and the person making the solicitation complies with the requirements, if any, of those laws relating to the broadcast, speech or publication; (c) the person has filed the following information:
(i) the name and address of the reporting issuer to which the solicitation relates, (ii) the information required under item 2, sections 3.2, 3.3 and 3.4 and paragraphs (b) and (d) of item 5 of Form 51-102F5, (iii) any information required to be disclosed in respect of the broadcast, speech or publication by the laws under which the reporting issuer is incorporated, organized or continued, and (iv) a copy of any communication intended to be published; and (d) the broadcast, speech or publication contains the information referred to in paragraphs (c)(i) to (iii). (5) Subsection (4) does not apply to a person that is proposing, at the time of the solicitation, a significant acquisition or restructuring transaction involving the reporting issuer and the person, under which securities of the person, or securities of an affiliate of the person, are to be changed, exchanged, issued or distributed, unless (a) the person has filed an information circular or other document containing the information required by section 14.4 of Form 51-102F5; and

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 59 (b) the solicitation refers to that information circular or other document and discloses that the circular or other document is on SEDAR. (6) Subsection (4) does not apply to a person that is nominating or proposing to nominate, at the time of the solicitation, an individual, including himself or herself, for election as a director of the reporting issuer, unless (a) the person has filed an information circular or other document containing the information required by Form 51-102F5 in respect of the proposed nominee; and (b) the solicitation refers to that information circular or other document and discloses that the circular or other document is on SEDAR. M.O. 2005-03, s. 9.2; M.O. 2008-06, s. 11; M.O. 2008-10, s. 4.
9.3. Filing of Information Circulars and Proxy-Related Material
A person that is required under this Regulation to send an information circular or form of proxy to registered securityholders of a reporting issuer must promptly file a copy of the information circular, form of proxy and all other material required to be sent by the person in connection with the meeting to which the information circular or form of proxy relates. M.O. 2005-03, s. 9.3; M.O. 2008-06, s. 11.
9.3.1. Content of Information Circular
(1) Subject to Item 8 of Form 51-102F5, if a reporting issuer is required to send an information circular to a securityholder under paragraph 9.1(2)(a), the issuer must, (a) disclose all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the issuer, or a subsidiary of the issuer, to each NEO and director, in any capacity, including, for greater certainty, all plan and non￾plan compensation, direct or indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given, or otherwise provided to the NEO or director for services provided, directly or indirectly, to the issuer or a subsidiary of the issuer, and (b) include detail and discussion of the compensation, and the decision-making process relating to compensation, presented in such a way that it provides a reasonable person an understanding of (i) how decisions about NEO and director compensation are made, (ii) the compensation paid, made payable, awarded, granted, given or otherwise provided to each NEO and director, and (iii) how specific NEO and director compensation relates to the overall stewardship and governance of the reporting issuer.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 60 (2) The disclosure required under subsection (1) must be provided for the periods set out in, and in accordance with Form 51-102F6. (2.1) Despite subsection (2), a venture issuer may provide the disclosure required by subsection (1) for the periods set out in and in accordance with Form 51-102F6V. (2.2) The disclosure required under subsection (1) must be filed (a) not later than 140 days after the end of the issuer’s most recently completed financial year, in the case of an issuer other than a venture issuer, or (b) not later than 180 days after the end of the issuer’s most recently completed financial year, in the case of a venture issuer. (3) For the purposes of this section, “NEO” and “plan” have the meaning ascribed to those terms in Form 51-102F6 or, for a venture issuer relying on subsection (2.1), in Form 51-102F6V. (4) (paragraph revoked). (5) Subsection (2.2) applies to an issuer in respect of a financial year beginning on or after July 1, 2015. M.O. 2008-18, s. 2; M.O. 2011-05, s. 1; M.O. 2015-07, s. 6.
9.4. Content of Form of Proxy
(1) A form of proxy sent to securityholders of a reporting issuer by a person soliciting proxies must indicate in bold-face type whether or not the proxy is solicited by or on behalf of the management of the reporting issuer, provide a specifically designated blank space for dating the form of proxy and specify the meeting in respect of which the proxy is solicited. (2) An information circular sent to securityholders of a reporting issuer or the form of proxy to which the information circular relates must (a) indicate in bold-face type that the securityholder has the right to appoint a person to represent the securityholder at the meeting other than the person if any, designated in the form of proxy; and (b) contain instructions as to the manner in which the securityholder may exercise the right referred to in paragraph (a). (3) If a form of proxy sent to securityholders of a reporting issuer contains a designation of a named person as nominee, it must provide an option for the securityholder to designate in the form of proxy some other person as the securityholder's nominee.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 61 (4) A form of proxy sent to securityholders of a reporting issuer must provide an option for the securityholder to specify that the securities registered in the securityholder's name will be voted for or against each matter or group of related matters identified in the form of proxy, in the notice of meeting or in an information circular, other than the appointment of an auditor and the election of directors. (5) A form of proxy sent to securityholders of a reporting issuer may confer discretionary authority with respect to each matter referred to in subsection (4) as to which a choice is not specified if the form of proxy or the information circular states in bold-face type how the securities represented by the proxy will be voted in respect of each matter or group of related matters. (6) A form of proxy sent to securityholders of a reporting issuer must provide an option for the securityholder to specify that the securities registered in the name of the securityholder must be voted or withheld from voting in respect of the appointment of an auditor or the election of directors. (7) An information circular sent to securityholders of a reporting issuer or the form of proxy to which the information circular relates must state that (a) the securities represented by the proxy will be voted or withheld from voting in accordance with the instructions of the securityholder on any ballot that may be called for; and (b) if the securityholder specifies a choice under subsection (4) or (6) with respect to any matter to be acted upon, the securities will be voted accordingly. (8) A form of proxy sent to securityholders of a reporting issuer may confer discretionary authority with respect to (a) amendments or variations to matters identified in the notice of meeting; and (b) other matters which may properly come before the meeting, if, (c) the person by whom or on whose behalf the solicitation is made is not aware within a reasonable time before the time the solicitation is made that any of those amendments, variations or other matters are to be presented for action at the meeting; and (d) a specific statement is made in the information circular or in the form of proxy that the proxy is conferring such discretionary authority. (9) A form of proxy sent to securityholders of a reporting issuer must not confer authority to vote

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 62 (a) for the election of any person as a director of a reporting issuer unless a bona fide proposed nominee for that election is named in the information circular or, in the case of a solicitation under subsection 9.2(4), the document required under paragraph 9.2(6)(a); or (b) at any meeting other than the meeting specified in the notice of meeting or any adjournment of that meeting. M.O. 2005-03, s. 9.4; M.O. 2008-06, s. 11; M.O. 2010-17, s. 20.
9.5. Exemption
Sections 9.1 to 9.4 do not apply to a reporting issuer, or a person that solicits proxies from registered holders of voting securities of a reporting issuer, if (a) the reporting issuer or other person complies with the requirements of the laws relating to the solicitation of proxies under which the reporting issuer is incorporated, organized or continued; (b) the requirements referred to in subsection (a) are substantially similar to the requirements of this Part; and (c) the reporting issuer or other person files a copy of any information circular and form of proxy, or other documents that contain substantially similar information, promptly after the reporting issuer or other person sends the circular, form or other document in connection with the meeting. M.O. 2005-03, s. 9.5; M.O. 2006-04, s. 30; M.O. 2008-06, s. 11; M.O. 2008-10, s. 5.
PART 10
RESTRICTED SECURITY DISCLOSURE
10.1. Restricted Security Disclosure
(1) If a reporting issuer has outstanding restricted securities, or securities that are directly or indirectly convertible into or exercisable or exchangeable for restricted securities or securities that will, when issued, result in an existing class of outstanding securities being considered restricted securities, each document referred to in subsection (2) must (a) refer to restricted securities using a term that includes the appropriate restricted security term; (b) not refer to securities by a term that includes “common”, or “preference” or “preferred”, unless the securities are common shares or preference shares, respectively; (c) describe any restrictions on the voting rights of restricted securities;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 63 (d) describe the rights to participate, if any, of holders of restricted securities if a takeover bid is made for securities of the reporting issuer with voting rights superior to those attached to the restricted securities; (e) state the percentage of the aggregate voting rights attached to the reporting issuer's securities that are represented by the class of restricted securities; and (f) if holders of restricted securities have no right to participate if a takeover bid is made for securities of the reporting issuer with voting rights superior to those attached to the restricted securities, contain a statement to that effect in bold-face type. (2) Subsection (1) applies to the following documents:
(a) an information circular;
(b) a document required by this Regulation to be delivered upon request by a reporting issuer to any of its securityholders; and (c) an AIF prepared by a reporting issuer. (3) Despite subsection (2), annual financial statements, an interim financial report and MD&A or other accompanying discussion by management of those financial statements are not required to include the details referred to in paragraphs (1)(c), (d), (e) and (f). (4) Each reference to restricted securities in any document not referred to in subsection (2) that a reporting issuer sends to its securityholders must include the appropriate restricted security term. (5) A reporting issuer must not refer, in any of the documents described in subsection (4), to securities by a term that includes “common” or “preference” or “preferred”, unless the securities are common shares or preference shares, respectively. (6) Despite paragraph (1)(b) and subsection (5), a reporting issuer may, in one place only in a document referred to in subsection (2) or (4), describe the restricted securities by the term used in the constating documents of the reporting issuer, to the extent that term differs from the appropriate restricted security term, if the description is not on the front page of the document and is in the same type face and type size as that used generally in the document. M.O. 2005-03, s. 10.1; Erratum, 2005, G.O. 2, 3727; M.O. 2008-06, s. 4; M.O. 2010-17, s. 21.
10.2. Dissemination of Disclosure Documents to Holder of Restricted Securities
(1) If a reporting issuer sends a document to all holders of any class of its equity securities the document must also be sent by the reporting issuer at the same time to the holders of its restricted securities.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 64 (2) A reporting issuer that is required by this Regulation to arrange for, or voluntarily makes arrangements for, delivery of the documents referred to in subsection (1) to the beneficial owners of any securities of a class of equity securities registered in the name of a registrant, must make similar arrangements for delivery of the documents to the beneficial owners of securities of a class of restricted securities registered in the name of the registrant. M.O. 2005-03, s. 10.2.
10.3. Exemptions for Certain Reporting Issuers
The provisions of sections 10.1 and 10.2 do not apply to (a) securities that carry a right to vote subject to a restriction on the number or percentage of securities that may be voted or owned by persons that are not citizens or residents of Canada or that are otherwise considered as a result of any law applicable to the reporting issuer to be non-Canadians, but only to the extent of the restriction; and (b) securities that are subject to a restriction, imposed by any law governing the reporting issuer, on the level of ownership of the securities by any person or combination of persons, but only to the extent of the restriction. M.O. 2005-03, s. 10.3; M.O. 2008-06, s. 11; M.O. 2008-18, s. 3.
PART 11
ADDITIONAL FILING REQUIREMENTS
11.1. Additional Disclosure Requirements
(1) A reporting issuer must file a copy of any disclosure material (a) that it sends to its securityholders; (b) in the case of an SEC issuer, that it files with or furnishes to the SEC under the 1934 Act, including material filed as exhibits to other documents, if the material contains information that has not been included in disclosure already filed in a jurisdiction by the SEC issuer; or (c) that it files with another provincial or territorial securities regulatory authority other than in connection with a distribution. (2) A reporting issuer must file the material on the same date as, or as soon as practicable after, the earlier of (a) the date on which the reporting issuer sends the material to its securityholders; (b) the date on which the reporting issuer files or furnishes the material to the SEC; and

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 65 (c) the date on which the reporting issuer files that material with the other provincial or territorial securities regulatory authority. M.O. 2005-03, s. 11.1; M.O. 2006-04, s. 31.
11.2. Change of Status Report
A reporting issuer must file a notice promptly after the occurrence of either of the following:
(a) the reporting issuer becomes a venture issuer; or (b) the reporting issuer ceases to be a venture issuer. M.O. 2005-03, s. 11.2.
11.3. Voting Results
A reporting issuer that is not a venture issuer must, promptly following a meeting of securityholders at which a matter was submitted to a vote, file a report that discloses, for each matter voted upon (a) a brief description of the matter voted upon and the outcome of the vote; and (b) if the vote was conducted by ballot, including a vote on a matter in which votes are cast both in person and by proxy, the number or percentage of votes cast for, against or withheld from the vote. M.O. 2005-03, s. 11.3.
11.4. Financial Information
A reporting issuer must file a copy of any news release issued by it that discloses information regarding its historical or prospective financial performance or financial condition for a financial year or interim period. M.O. 2005-03, s. 11.4; M.O. 2010-17, s. 23.
11.5. Re-filing Documents
If a reporting issuer decides it will
(a) re-file a document filed under this Regulation, or (b) re-state financial information for comparative periods in financial statements for reasons other than retrospective application of a change in an accounting standard or policy or a new accounting standard,

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 66 and the information in the re-filed document, or re-stated financial information, will differ materially from the information originally filed, the issuer must immediately issue and file a news release authorized by an executive officer disclosing the nature and substance of the change or proposed changes. M.O. 2006-04, s. 32; M.O. 2010-17, s. 24.
11.6. Executive Compensation Disclosure for Certain Reporting Issuers
(1) A reporting issuer that is not required to send to its securityholders an information circular and does not send an information circular that includes the disclosure required by Item 8 of Form 51-102F5 and that does not file an AIF that includes the executive compensation disclosure required by Item 18 of Form 51-102F2 must (a) disclose all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the issuer, or a subsidiary of the issuer, to each NEO and director, in any capacity, including, for greater certainty, all plan and non￾plan compensation, direct or indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given, or otherwise provided to the NEO or director for services provided, directly or indirectly, to the issuer or a subsidiary of the issuer, and (b) include detail and discussion of the compensation, and the decision-making process relating to compensation, presented in such a way that it provides a reasonable person an understanding of (i) how decisions about NEO and director compensation are made, (ii) the compensation paid, made payable, awarded, granted, given or otherwise provided to each NEO and director, and (iii) how specific NEO and director compensation relates to the overall stewardship and governance of the reporting issuer. (2) The disclosure required under subsection (1) must be provided for the periods set out in, and in accordance with Form 51-102F6. (2.1) Despite subsection (2), a reporting issuer that is a venture issuer may provide the disclosure required under subsection (1) for the periods set out in and in accordance with Form 51-102F6V. (3) The disclosure required under subsection (1) must be filed not later than 140 days after the end of the reporting issuer’s most recently completed financial year. (4) For the purposes of this section, “NEO” and “plan” have the meaning ascribed to those terms in Form 51-102F6 or, for a venture issuer relying on subsection (2.1), in Form 51-102F6V.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 67 (5) This section does not apply to an issuer that satisfies securities legislation requirements relating to information circulars, proxies and proxy solicitation under
section 4.6 or 5.7 of Regulation 71-102 respecting Continuous Disclosure and Other
Exemptions Relating to Foreign Issuers (chapter V-1.1, r. 37).
(6) (paragraphe revoked).
M.O. 2008-18, s. 4; M.O. 2011-05, s. 2; M.O. 2015-07, s. 7.
PART 12
FILING OF CERTAIN DOCUMENTS
12.1. Filing of Documents Affecting the Rights of Securityholders
(1) A reporting issuer must file copies of the following documents, and any material amendments to the following documents, unless previously filed:
(a) articles of incorporation, amalgamation, continuation or any other constating or establishing documents of the issuer, unless the constating or establishing document is a statutory or regulatory instrument; (b) by-laws or other corresponding instruments currently in effect; (c) any securityholder or voting trust agreement that the reporting issuer has access to and that can reasonably be regarded as material to an investor in securities of the reporting issuer; (d) any securityholders' rights plans or other similar plans; and (e) any other contract of the issuer or a subsidiary of the issuer that creates or can reasonably be regarded as materially affecting the rights or obligations of its securityholders generally. (2) A document required to be filed under subsection (1) may be filed in paper format if (a) it is dated before June 1, 2005; and (b) it does not exist in an acceptable electronic format. M.O. 2005-03, s. 12.1; M.O. 2006-04, s. 33.
12.2. Filing of Material Contracts
(1) Unless previously filed, a reporting issuer must file a material contract entered into (a) within the last financial year; or (b) before the last financial year if that material contract is still in effect.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 68 (2) Despite subsection (1), a reporting issuer is not required to file a material contract entered into in the ordinary course of business unless the material contract is (a) a contract to which directors, officers, or promoters are parties other than a contract of employment; (b) a continuing contract to sell the majority of the reporting issuer’s products or services or to purchase the majority of the reporting issuer’s requirements of goods, services, or raw materials; (c) a franchise or licence or other agreement to use a patent, formula, trade secret, process or trade name; (d) a financing or credit agreement with terms that have a direct correlation with anticipated cash distributions; (e) an external management or external administration agreement; or (f) a contract on which the reporting issuer’s business is substantially dependent. (3) A provision in a material contract filed pursuant to subsections (1) or (2) may be omitted or marked to be unreadable if an executive officer of the reporting issuer reasonably believes that disclosure of that provision would be seriously prejudicial to the interests of the reporting issuer or would violate confidentiality provisions. (4) Subsection (3) does not apply if the provision relates to:
(a) debt covenants and ratios in financing or credit agreements; (b) events of default or other terms relating to the termination of the material contract; or (c) other terms necessary for understanding the impact of the material contract on the business of the reporting issuer. (5) If a provision is omitted or marked to be unreadable under subsection (3), the reporting issuer must include a description of the type of information that has been omitted or marked to be unreadable immediately after the provision in the copy of the material contract filed by the reporting issuer. (6) Despite subsections (1) and (2), a reporting issuer is not required to file a material contract entered into before January 1, 2002. M.O. 2005-03, s. 12.2; M.O. 2008-06, s. 5.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 69
12.3. Time for Filing of Documents
The documents required to be filed under sections 12.1 and 12.2 must be filed no later than the time the reporting issuer files a material change report in Form 51-102F3, if the making of the document constitutes a material change for the issuer, and (a) no later than the time the reporting issuer's AIF is filed under section 6.1, if the document was made or adopted before the date of the issuer's AIF; or (b) if the reporting issuer is not required to file an AIF under section 6.1, within 120 days after the end of the issuer's most recently completed financial year, if the document was made or adopted before the end of the issuer's most recently completed financial year. M.O. 2005-03, s. 12.3; Erratum, 2005, G.O. 2, 3727.
PART 13
EXEMPTIONS
13.1. Exemptions from this Regulation
(1) The securities regulatory authority may grant an exemption from this Regulation, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario only the regulator may grant such an exemption. (3) Except in Alberta and Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of Regulation 14-101 respecting Definitions (chapter V-1.1, r. 3), opposite the name of the local jurisdiction. M.O. 2005-03, s. 13.1; M.O. 2006-04, s. 34; M.O. 2008-18, s. 6 and 13; M.O. 2018-03, s. 2.
13.2. Existing Exemptions
(1) A reporting issuer that was entitled to rely on an exemption, waiver or approval granted to it by a securities regulatory authority relating to continuous disclosure requirements of securities legislation or securities directions existing immediately before this Regulation came into force is exempt from any substantially similar provision of this Regulation to the same extent and on the same conditions, if any, as contained in the exemption, waiver or approval. (2) A reporting issuer must, at the time that it first intends to rely on subsection (1) in connection with a filing requirement under this Regulation, inform the securities regulatory authority in writing of (a) the general nature of the prior exemption, waiver or approval and the date on which it was granted; and

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 70 (b) the requirement under prior securities legislation or securities directions in respect of which the prior exemption, waiver or approval applied and the substantially similar provision of this Regulation. M.O. 2005-03, s. 13.2.
13.3. Exemption for Certain Exchangeable Security Issuers
(1) In this section:
“designated Canadian jurisdiction” means Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia, Ontario, Québec, or Saskatchewan; “designated exchangeable security” means an exchangeable security which provides the holder of the security with economic and voting rights which are, as nearly as possible except for tax implications, equivalent to the underlying securities; “exchangeable security” means a security of an issuer that is exchangeable for, or carries the right of the holder to purchase, or of the parent issuer to cause the purchase of, an underlying security; “exchangeable security issuer” means a person that has issued an exchangeable security; “parent issuer”, when used in relation to an exchangeable security issuer, means the person that issues the underlying security; and “underlying security” means a security of a parent issuer issued or transferred, or to be issued or transferred, on the exchange of an exchangeable security. (2) An exchangeable security issuer satisfies the requirements in this Regulation if (a) the parent issuer is the beneficial owner of all the issued and outstanding voting securities of the exchangeable security issuer; (b) the parent issuer is either (i) an SEC issuer with a class of securities listed or quoted on a U.S. marketplace that has filed all documents it is required to file with the SEC; or (ii) a reporting issuer in a designated Canadian jurisdiction that has filed all documents it is required to file under this Regulation; (c) the exchangeable security issuer does not issue any securities, and does not have any securities outstanding, other than (i) designated exchangeable securities;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 71 (ii) securities issued to and held by the parent issuer or an affiliate of the parent issuer; (iii) debt securities issued to and held by banks, loan corporations, loan and investment corporations, savings companies, trust corporations, treasury branches, savings or credit unions, financial services cooperatives, insurance companies or other financial institutions; or (iv) securities issued under exemptions from the prospectus requirement in section 2.35 of Regulation 45-106 respecting Prospectus Exemptions (chapter V-1.1, r. 21); (d) the exchangeable security issuer files in electronic format, (i) if the parent issuer is not a reporting issuer in a designated Canadian jurisdiction, copies of all documents the parent issuer is required to file with the SEC under the 1934 Act, at the same time as, or as soon as practicable after, the filing by the parent issuer of those documents with the SEC; or (ii) if the parent issuer is a reporting issuer in a designated Canadian jurisdiction, (A) a notice indicating that the exchangeable security issuer is relying on the continuous disclosure documents filed by its parent issuer and setting out where those documents can be found in electronic format, if the parent issuer is a reporting issuer in the local jurisdiction; or (B) copies of all documents the parent issuer is required to file under securities legislation, other than in connection with a distribution, at the same time as the filing by the parent issuer of those documents with a securities regulatory authority; (e) the exchangeable security issuer concurrently sends to all holders of designated exchangeable securities all disclosure materials that are sent to holders of the underlying securities in the manner and at the time required by (i) U.S. laws and any U.S. marketplace on which securities of the parent issuer are listed or quoted, if the parent issuer is not a reporting issuer in a designated Canadian jurisdiction; or (ii) securities legislation, if the parent issuer is a reporting issuer in a designated Canadian jurisdiction; (f) the parent issuer (i) complies with U.S. laws and the requirements of any U.S. marketplace on which the securities of the parent issuer are listed or quoted if the parent issuer is not a reporting issuer in a designated Canadian jurisdiction, or securities

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 72 legislation if the parent issuer is a reporting issuer in a designated Canadian jurisdiction, in respect of making public disclosure of material information on a timely basis; and (ii) immediately issues in Canada and files any news release that discloses a material change in its affairs; (g) the exchangeable security issuer issues in Canada a news release and files a material change report in accordance with Part 7 of this Regulation for all material changes in respect of the affairs of the exchangeable security issuer that are not also material changes in the affairs of its parent issuer; and (h) the parent issuer includes in all mailings of proxy solicitation materials to holders of designated exchangeable securities a clear and concise statement that (i) explains the reason the mailed material relates solely to the parent issuer; (ii) indicates that the designated exchangeable securities are the economic equivalent to the underlying securities; and (iii) describes the voting rights associated with the designated exchangeable securities. (3) The insider reporting requirement and the requirement to file an insider profile under National Instrument 55-102 System for Electronic Disclosure by Insiders (chapter V-1.1, r. 30) does not apply to any insider of an exchangeable security issuer in respect of securities of the exchangeable security issuer so long as, (a) if the insider is not the parent issuer, (i) the insider does not receive, in the ordinary course, information as to material facts or material changes concerning the parent issuer before the material facts or material changes are generally disclosed, and (ii) the insider is not an insider of the parent issuer in any capacity other than by virtue of being an insider of the exchangeable security issuer; (b) the parent issuer is the beneficial owner of all of the issued and outstanding voting securities of the exchangeable security issuer; (c) if the insider is the parent issuer, the insider does not beneficially own any designated exchangeable securities other than securities acquired through the exercise of the exchange right and not subsequently traded by the insider; (d) the parent issuer is an SEC issuer or a reporting issuer in a designated Canadian jurisdiction; and

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 73 (e) the exchangeable security issuer has not issued any securities and does not have any securities outstanding, other than (i) designated exchangeable securities; (ii) securities issued to and held by the parent issuer or an affiliate of the parent issuer; (iii) debt securities issued to and held by banks, loan corporations, loan and investment corporations, savings companies, trust corporations, treasury branches, savings or credit unions, financial services cooperatives, insurance companies or other financial institutions; and (iv) securities issued under exemptions from the prospectus requirement in section 2.35 of Regulation 45-106 respecting Prospectus Exemptions. M.O. 2005-03, s. 13.3; M.O. 2006-04, s. 35; M.O. 2008-06, s. 6 and 11; M.O. 2009-05, s. 1; I.N. 2015-06-01.
13.4. Exemption for Certain Credit Support Issuers
(1) In this section:
“alternative credit support” means support, other than a guarantee, for the payments to be made by the issuer, as stipulated in the terms of the securities or in an agreement governing rights of, or granting rights to, holders of the securities that (a) obliges the person providing the support to provide the issuer with funds sufficient to enable the issuer to make the stipulated payments, or (b) entitles the holder of the securities to receive, from the person providing the support, payment if the issuer fails to make a stipulated payment; “credit support issuer” means an issuer of securities for which a credit supporter has provided a guarantee or alternative credit support; “credit supporter” means a person that provides a guarantee or alternative credit support for any of the payments to be made by an issuer of securities as stipulated in the terms of the securities or in an agreement governing rights of, or granting rights to, holders of the securities; “designated Canadian jurisdiction” means Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia, Ontario, Québec or Saskatchewan; “designated credit support securities” means (a) non-convertible debt securities or convertible debt securities that are convertible into non-convertible securities of the credit supporter; or

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 74 (b) non-convertible preferred shares or convertible preferred shares that are convertible into securities of the credit supporter, in respect of which a parent credit supporter has provided (c) alternative credit support that (i) entitles the holder of the securities to receive payment from the credit supporter, or enables the holder to receive payment from the credit support issuer, within 15 days of any failure by the credit support issuer to make a payment; and (ii) results in the securities receiving the same credit rating as, or a higher credit rating than, the credit rating they would have received if payment had been fully and unconditionally guaranteed by the credit supporter, or would result in the securities receiving such a rating if they were rated; or (d) a full and unconditional guarantee of the payments to be made by the credit support issuer, as stipulated in the terms of the securities or in an agreement governing the rights of holders of the securities, that results in the holder of such securities being entitled to receive payment from the credit supporter within 15 days of any failure by the credit support issuer to make a payment; “parent credit supporter” means a credit supporter of which the reporting issuer is a subsidiary; “subsidiary credit supporter” means a credit supporter that is a subsidiary of the parent credit supporter; and “summary financial information” includes the following line items:
(a) revenue;
(b) profit or loss from continuing operations attributable to owners of the parent; (c) profit or loss attributable to owners of the parent; and (d) unless the accounting principles used to prepare the financial statements of the person permits the preparation of the person's statement of financial position without classifying assets and liabilities between current and non-current and the person provides alternative meaningful financial information which is more appropriate to the industry, (i) current assets; (ii) non-current assets; (iii) current liabilities; and (iv) non-current liabilities.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 75 (1.1) For the purposes of subparagraph (2)(g)(ii), consolidating summary financial information must be prepared on the following basis:
(a) an entity’s annual or interim summary financial information must be derived from the entity’s financial information underlying the corresponding consolidated financial statements of the parent credit supporter for the corresponding period; (b) the parent credit supporter column must account for investments in all subsidiaries under the equity method; and (c) all subsidiary entity columns must account for investments in non-credit supporter subsidiaries under the equity method. (2) Except as provided in this section, a credit support issuer satisfies the requirements in this Regulation if (a) the parent credit supporter is the beneficial owner of all the outstanding voting securities of the credit support issuer; (b) the parent credit supporter is either (i) an SEC issuer that is incorporated or organized under the laws of the United States of America or any state or territory of the United States of America or the District of Columbia and that has filed all documents it is required to file with the SEC; or (ii) a reporting issuer in a designated Canadian jurisdiction that has filed all documents it is required to file under this Regulation; (c) the credit support issuer does not issue any securities, and does not have any securities outstanding, other than (i) designated credit support securities; (ii) securities issued to and held by the parent credit supporter or an affiliate of the parent credit supporter; (iii) debt securities issued to and held by banks, loan corporations, loan and investment corporations, savings companies, trust corporations, treasury branches, savings or credit unions, financial services cooperatives, insurance companies or other financial institutions; or (iv) securities issued under exemptions from the prospectus requirement in section 2.35 of Regulation 45-106 respecting Prospectus Exemptions (chapter V-1.1, r. 21); (d) the credit support issuer files in electronic format,

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 76 (i) if the parent credit supporter is not a reporting issuer in a designated Canadian jurisdiction, copies of all documents the parent credit supporter is required to file with the SEC under the 1934 Act, at the same time or as soon as practicable after the filing by the parent credit supporter of those documents with the SEC; or (ii) if the parent credit supporter is a reporting issuer in a designated Canadian jurisdiction, (A) a notice indicating that the credit support issuer is relying on the continuous disclosure documents filed by the parent credit supporter and setting out where those documents can be found for viewing in electronic format, if the credit support issuer is a reporting issuer in the local jurisdiction; or (B) copies of all documents the parent credit supporter is required to file under securities legislation, other than in connection with a distribution, at the same time as the filing by the parent credit supporter of those documents with a securities regulatory authority; (e) if the parent credit supporter is not a reporting issuer in a designated Canadian jurisdiction, the parent credit supporter (i) complies with U.S. laws and the requirements of any U.S. marketplace on which securities of the parent credit supporter are listed or quoted in respect of making public disclosure of material information on a timely basis; and (ii) immediately issues in Canada and files any news release that discloses a material change in its affairs; (f) the credit support issuer issues in Canada a news release and files a material change report in accordance with Part 7 for all material changes in respect of the affairs of the credit support issuer that are not also material changes in the affairs of the parent credit supporter; (g) the credit support issuer files, in electronic format, in the notice referred to in clause (d)(ii)(A) or in or with the copy of each consolidated interim financial report and consolidated annual financial statements filed under subparagraph (d)(i) or clause (d)(ii)(B), either (i) a statement that the financial results of the credit support issuer are included in the consolidated financial results of the parent credit supporter, if at that time, (A) the credit support issuer has minimal assets, operations, revenue or cash flows other than those related to the issuance, administration and repayment of the securities described in paragraph (c), and (B) each item of the summary financial information of the subsidiaries of the parent credit supporter on a combined basis, other than the credit support issuer, represents less than 3% of the corresponding items on the consolidated

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 77 financial statements of the parent credit supporter being filed or referred to under paragraph (d), or (ii) for the periods covered by the consolidated interim financial report or consolidated annual financial statements of the parent credit supporter filed, consolidating summary financial information for the parent credit supporter presented with a separate column for each of the following:
(A) the parent credit supporter;
(B) the credit support issuer;
(C) any other subsidiaries of the parent credit supporter on a combined basis; (D) consolidating adjustments; and (E) the total consolidated amounts; (h) the credit support issuer files a corrected notice under clause (d)(ii)(A) if the credit support issuer filed the notice with the statement contemplated in subparagraph (g)(i) and the credit support issuer can no longer rely on subparagraph (g)(i); (i) in the case of designated credit support securities that include debt, the credit support issuer concurrently sends to all holders of such securities all disclosure materials that are sent to holders of similar debt of the parent credit supporter in the manner and at the time required by (i) U.S. laws and any U.S. marketplace on which securities of the parent credit supporter are listed or quoted, if the parent credit supporter is not a reporting issuer in a designated Canadian jurisdiction; or (ii) securities legislation, if the parent credit supporter is a reporting issuer in a designated Canadian jurisdiction; and (j) in the case of designated credit support securities that include preferred shares, the credit support issuer concurrently sends to all holders of such securities all disclosure materials that are sent to holders of similar preferred shares of the parent credit supporter in the manner and at the time required by (i) U.S. laws and any U.S. marketplace on which securities of the parent credit supporter are listed or quoted, if the parent credit supporter is not a reporting issuer in a designated Canadian jurisdiction; or (ii) securities legislation, if the parent credit supporter is a reporting issuer in a designated Canadian jurisdiction.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 78 (k) no person other than the parent credit supporter has provided a guarantee or alternative credit support for the payments to be made under any issued and outstanding securities of the credit support issuer. (2.1) A credit support issuer satisfies the requirements of this Regulation where there is a parent credit supporter and one or more subsidiary credit supporters if (a) the conditions in paragraphs (2)(a) to (f), (i), and (j) are complied with; (b) the parent credit supporter controls each subsidiary credit supporter and the parent credit supporter has consolidated the financial statements of each subsidiary credit supporter into the parent credit supporter’s financial statements that are filed or referred to under paragraph (2)(d); (c) the credit support issuer files, in electronic format, in the notice referred to in clause (2)(d)(ii)(A) or in or with the copy of each consolidated interim financial report and the consolidated annual financial statements filed under subparagraph (2)(d)(i) or clause (2)(d)(ii)(B), for a period covered by any consolidated interim financial report or consolidated annual financial statements of the parent credit supporter filed by the parent credit supporter, consolidating summary financial information for the parent credit supporter presented with a separate column for each of the following:
(i) the parent credit supporter;
(ii) the credit support issuer;
(iii) each subsidiary credit supporter on a combined basis; (iv) any other subsidiaries of the parent credit supporter on a combined basis; (v) consolidating adjustments; and (vi) the total consolidated amounts; (d) no person, other than the parent credit supporter or a subsidiary credit supporter has provided a guarantee or alternative credit support for the payments to be made under the issued and outstanding designated credit support securities; and (e) the guarantees or alternative credit supports are joint and several. (2.2) Despite paragraph (2.1)(c), the information set out in a column in accordance with (a) subparagraph (2.1)(c)(iv), may be combined with the information set out in accordance with any of the other columns in paragraph (2.1)(c); if each item of the summary financial information set out in a column in accordance with subparagraph (2.1)(c)(iv) represents less than 3% of the corresponding items on the

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 79 consolidated financial statements of the parent credit supporter being filed or referred to under paragraph (2)(d), (b) subparagraph (2.1)(c)(ii) may be combined with the information set out in accordance with any of the other columns in paragraph (2.1)(c); if the credit support issuer has minimal assets, operations, revenue or cash flows other than those related to the issuance, administration and repayment of the securities described in paragraph (2)(c). (3) The insider reporting requirement and the requirement to file an insider profile under National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI) (chapter V-1.1, r. 30) do not apply to an insider of a credit support issuer in respect of securities of the credit support issuer so long as, (a) the conditions in paragraphs (2)(a) to (c) are complied with; (b) if the insider is not a credit supporter, (i) the insider does not receive, in the ordinary course, information as to material facts or material changes concerning a credit supporter before the material facts or material changes are generally disclosed, and (ii) the insider is not an insider of a credit supporter in any capacity other than by virtue of being an insider of the credit support issuer; and (c) if the insider is a credit supporter, the insider does not beneficially own any designated credit support securities; (4) A parent credit supporter is not a reporting issuer in a designated Canadian jurisdiction for the purposes of subparagraph (2)(b)(ii) if the parent credit supporter complies with a requirement of this Regulation by relying on a provision of Regulation 71-102 respecting Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (chapter V-1.1, r. 37). M.O. 2005-03, s. 13.4; Erratum, 2005, G.O. 2, 3727; M.O. 2006-04, s. 36; M.O. 2008-06, s. 7 and 11; M.O. 2008-18, s. 7; M.O. 2009-05, s. 2; M.O. 2010-17, s. 26; M.O. 2012-05, s. 1; I.N. 2015-06-01.
PART 14
EFFECTIVE DATE AND TRANSITION
14.1. Effective Date
(Omitted).
M.O. 2005-03, s. 14.1.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 80
14.2. Transition
Despite section 14.1, section 5.7 applies for financial years of the reporting issuer beginning on or after January 1, 2007. M.O. 2005-03, s. 14.2; Erratum, 2005, G.O. 2, 3727; M.O. 2006-04, s. 37.
14.3. Transition - Interim Financial Report
(1) Despite section 4.4 and paragraph 4.10(2)(c), the first interim financial report required to be filed in the year of adopting IFRS in respect of an interim period beginning on or after January 1, 2011 may be filed (a) in the case of a reporting issuer other than a venture issuer, on or before the earlier of (i) the 75th day after the end of the interim period; and (ii) the date of filing, in a foreign jurisdiction, an interim financial report for a period ending on the last day of the interim period; or (b) in the case of a venture issuer, on or before the earlier of (i) the 90th day after the end of the interim period; and (ii) the date of filing, in a foreign jurisdiction, an interim financial report for a period ending on the last day of the interim period. (2) Despite subsection 5.1(2), the MD&A required to be filed under subsection 5.1(1) relating to the first interim financial report required to be filed in the year of adopting IFRS in respect of an interim period beginning on or after January 1, 2011 may be filed on or before the earlier of (a) the filing deadline for the interim financial report set out in subsection (1); and (b) the date the reporting issuer files the interim financial report under subsections (1) or 4.3(1), as applicable. (3) Despite subsection 4.6(3), if a registered holder or beneficial owner of securities, other than debt instruments, of a reporting issuer requests the issuer's first interim financial report required to be filed in the year of adopting IFRS in respect of an interim period beginning on or after January 1, 2011, the reporting issuer may send a copy of the required interim financial report and the interim MD&A relating to the interim financial report to the person that made the request, without charge, by the later of, (a) in the case of a reporting issuer relying on subsection (1), 10 calendar days after the filing deadline set out in subsection (1), for the financial statements requested;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 81 (b) in the case of a reporting issuer not relying on subsection (1), 10 calendar days after the filing deadline in subparagraph 4.4(a)(i) or 4.4(b)(i), subsection 4.10(2) or subsection 14.3(1), as applicable, for the financial statements requested; and (c) 10 calendar days after the issuer receives the request. (4) Subsections (1), (2) and (3) do not apply unless the reporting issuer:
(a) is disclosing, for the first time, a statement of compliance with International Accounting Standard 34 Interim Financial Reporting; and (b) did not previously file financial statements that disclosed compliance with IFRS. (5) Subsections (1), (2) and (3) do not apply if the first interim financial report is in respect of an interim period ending after March 30, 2012. M.O. 2010-17, s. 27.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 82 FORM 51-102F1 MANAGEMENT'S DISCUSSION & ANALYSIS
PART 1
GENERAL PROVISIONS
(a) Description of MD&A
MD&A is a narrative explanation, through the eyes of management, of how your company performed during the period covered by the financial statements, and of your company's financial condition and future prospects. MD&A complements and supplements your financial statements, but does not form part of your financial statements. Your objective when preparing the MD&A should be to improve your company's overall financial disclosure by giving a balanced discussion of your company's financial performance and financial condition including, without limitation, such considerations as liquidity and capital resources - openly reporting bad news as well as good news. Your MD&A should

• help current and prospective investors understand what the financial
  statements show and do not show;
• discuss material information that may not be fully reflected in the financial
  statements, such as contingent liabilities, defaults under debt, off-balance sheet financing arrangements, or other contractual obligations;
• discuss important trends and risks that have affected the financial
  statements, and trends and risks that are reasonably likely to affect them in the future; and
• provide information about the quality, and potential variability, of your
  company's profit or loss and cash flow, to assist investors in determining if past performance is indicative of future performance. (b) Date of Information In preparing the MD&A, you must take into account information available up to the date of the MD&A. If the date of the MD&A is not the date it is filed, you must ensure the disclosure in the MD&A is current so that it will not be misleading when it is filed. (c) Use of “Company” Wherever this Form uses the word “company”, the term includes other types of business organizations such as partnerships, trusts and other unincorporated business entities.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 83 (d) Explain Your Analysis Explain the nature of, and reasons for, changes in your company's performance. Do not simply disclose the amount of change in a financial statement item from period to period. Avoid using boilerplate language. Your discussion should assist the reader to understand trends, events, transactions and expenditures. (e) Focus on Material Information Focus your MD&A on material information. You do not need to disclose information that is not material. Exercise your judgment when determining whether information is material. (f) Determination of what is Material Information Would a reasonable investor's decision whether or not to buy, sell or hold securities in your company likely be influenced or changed if the information in question was omitted or misstated? If so, the information is likely material. (g) Venture Issuers If your company is a venture issuer, you have the option of meeting the requirement to provide interim MD&A under section 2.2 by instead providing quarterly highlights disclosure. Refer to Policy Statement to Regulation 51-102 respecting Continuous Disclosure Obligations (Decision 2006-PDG-0223, 2006-12-12) for guidance on quarterly highlights. If your company is a venture issuer without significant revenue from operations, in your MD&A including any quarterly highlights, focus your discussion and analysis of financial performance on expenditures and progress towards achieving your business objectives and milestones. (h) Reverse Takeover Transactions If an acquisition is a reverse takeover, the MD&A should be based on the reverse takeover acquirer's financial statements. (i) (paragraph revoked). (j) Resource Issuers If your company has mineral projects, your disclosure must comply with Regulation 43-101 respecting Standards of Disclosure for Mineral Projects (chapter V-1.1, r. 15), including the requirement that all scientific and technical disclosure be based on a technical report or other information prepared by or under the supervision of a qualified person.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 84 If your company has oil and gas activities, your disclosure must comply with Regulation 51-101 respecting Standards of Disclosure for Oil and Gas Activities (chapter V-1.1, r. 23). (k) Numbering and Headings The numbering, headings and ordreing of items included in this Form are guidelines only. Disclosure provided in response to any item need not be repeated elsewhere. (l) Omitting Information You do not need to respond to any item in this Form that is inapplicable. (m) Defined Terms If a term is used but not defined in this Form, refer to Part 1 of Regulation 51-102 respecting Continuous Disclosure Obligations (chapter V-1.1, r. 24) and to Regulation 14-101 respecting Definitions (chapter V-1.1, r. 3). If a term is used in this Form and is defined in both the securities statute of the local jurisdiction and in Regulation 51-102 respecting Continuous Disclosure Obligations, refer to section 1.4 of Policy Statement to Regulation 51-102 respecting Continuous Disclosure Obligations (Decision 2012-PDG-0236, 2012-12-20) for further guidance. This Form also uses accounting terms that are defined or used in Canadian GAAP applicable to publicly accountable enterprises. For further guidance, see subsections 1.4(7) and (8) of Policy Statement to Regulation 51-102 respecting Continuous Disclosure Obligations . (n) Plain Language Write the MD&A so that readers are able to understand it. Refer to the plain language principles listed in section 1.5 of Policy Statement 51-102 respecting Continuous Disclosure Obligations for further guidance. If you use technical terms, explain them in a clear and concise manner. (o) Available Prior Period Information If you have not presented comparative financial information in your financial statements, in your MD&A you must provide prior period information relating to financial performance that is available. (p) Use of “Financial Condition” This Form uses the term “financial condition”. Financial condition reflects the overall health of the company and includes your company's financial position (as shown on the statement of financial position) and other factors that may affect your company's liquidity, capital resources and solvency.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 85
PART 2
CONTENT OF MD&A
Item 1 Annual MD&A
1.1 Date
Specify the date of your MD&A. The date of the MD&A must be no earlier than the date of the auditor's report on the annual financial statements for your company's most recently completed financial year.
1.2 Overall Performance
Provide an analysis of your company's financial condition, financial performance and cash flows. Discuss known trends, demands, commitments, events or uncertainties that are reasonably likely to have an effect on your company's business. Compare your company's performance in the most recently completed financial year to the prior year's performance. Your analysis should address at least the following:
(a) operating segments that are reportable segments as those terms are described in the issuer's GAAP; (b) other parts of your business if (i) they have a disproportionate effect on revenue, profit or loss or cash needs; or (ii) there are any legal or other restrictions on the flow of funds from one
part of your company's business to another;
(c) industry and economic factors affecting your company's performance; (d) why changes have occurred or expected changes have not occurred in your company's financial condition and financial performance; and (e) the effect of discontinued operations on current operations. INSTRUCTIONS (i) When explaining changes in your company's financial condition and results, include an analysis of the effect on your continuing operations of any acquisition, disposition, write-off, abandonment or other similar transaction. (ii) A discussion of financial condition should include important trends and risks that have affected the financial statements, and trends and risks that are reasonably likely to affect them in the future.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 86 (iii) Include information for a period longer than 2 financial years if it will help the reader to better understand a trend.
1.3. Selected Annual Information
(1) Provide the following financial data derived from your company's annual financial statements for each of the 3 most recently completed financial years:
(a) total revenue;
(b) profit or loss from continuing operations attributable to owners of the parent, in total and on a per-share and diluted per-share basis; (c) profit or loss attributable to owners of the parent, in total and on a per-share and diluted per-share basis; (d) total assets; (e) total non-current financial liabilities; and (f) distributions cash dividends declared per-share for each class of share. (2) Discuss the factors that have caused period to period variations including discontinued operations, changes in accounting policies, significant acquisitions or dispositions and changes in the direction of your business, and any other information your company believes would enhance an understanding of, and would highlight trends in, financial position and financial performance. INSTRUCTIONS (i) For each of the 3 most recently completed financial years, indicate the accounting principles that the financial data has been prepared in accordance with, the presentation currency and the functional currency if different from the presentation currency. (ii) If the financial data provided was not prepared in accordance with the same accounting principles for all 3 years, focus the discussion on the important trends and risks that have affected the business.
1.4 Discussion of Operations
Discuss your analysis of your company's operations for the most recently completed financial year, including (a) total revenue by reportable segment, including any changes in such amounts caused by selling prices, volume or quantity of goods or services being sold, or the introduction of new products or services; (b) any other significant factors that caused changes in total revenue;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 87 (c) cost of sales or gross profit; (d) for issuers that have significant projects that have not yet generated revenue, describe each project, including your company's plan for the project and the status of the project relative to that plan, and expenditures made and how these relate to anticipated timing and costs to take the project to the next stage of the project plan; (e) for resource issuers with producing mines or mines under development, identify any milestone, including, without limitation, mine expansion plans, productivity improvements, plans to develop a new deposit, or production decisions, and whether the milestone is based on a technical report filed under Regulation 43-101 respecting Standards of Disclosure for Mineral Projects; (f) factors that caused a change in the relationship between costs and revenue, including changes in costs of labour or materials, price changes or inventory adjustments; (g) commitments, events, risks or uncertainties that you reasonably believe will materially affect your company's future performance including total revenue and profit or loss from continuing operations attributable to owners of the parent; (h) effect of inflation and specific price changes on your company's total revenue and on profit or loss from continuing operations attributable to owners of the parent; (i) a comparison in tabular form of disclosure you previously made about how your company was going to use proceeds (other than working capital) from any financing, an explanation of variances and the impact of the variances, if any, on your company's ability to achieve its business objectives and milestones; and (j) unusual or infrequent events or transactions. INSTRUCTION Your discussion under paragraph 1.4(d) should include (i) whether or not you plan to expend additional funds on the project; and (ii) any factors that have affected the value of the project(s) such as change in commodity prices, land use or political or environmental issues.
1.5 Summary of Quarterly Results
Provide the following information in summary form, derived from your company's financial statements, for each of the 8 most recently completed quarters:
(a) total revenue;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 88 (b) profit or loss from continuing operations attributable to owners of the parent, in total and on a per-share and diluted per-share basis; and (c) profit or loss attributable to owners of the parent, in total and on a per-share and diluted per-share basis. Discuss the factors that have caused variations over the quarters necessary to understand general trends that have developed and the seasonality of the business. INSTRUCTIONS (i) In the case of the annual MD&A, your most recently completed quarter is the quarter that ended on the last day of your most recently completed financial year. (ii) You do not have to provide information for a quarter prior to your company becoming a reporting issuer if your company has not prepared financial statements for those quarters. (iii) For sections 1.2, 1.3, 1.4 and 1.5 consider identifying, discussing and analyzing the following factors:
(A) changes in customer buying patterns, including changes due to new technologies and changes in demographics; (B) changes in selling practices, including changes due to new distribution arrangements or a reorganization of a direct sales force; (C) changes in competition, including an assessment of the issuer's resources, strengths and weaknesses relative to those of its competitors; (D) the effect of exchange rates; (E) changes in pricing of inputs, constraints on supply, order backlog, or other input-related matters; (F) changes in production capacity, including changes due to plant closures and work stoppages; (G) changes in volume of discounts granted to customers, volumes of returns and allowances, excise and other taxes or other amounts reflected on a net basis against revenue; (H) changes in the terms and conditions of service contracts; (I) the progress in achieving previously announced milestones;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 89 (J) for resource issuers with producing mines, identify changes to cash flows caused by changes in production throughput, head-grade, cut-off grade, metallurgical recovery and any expectation of future changes; and (K) if you have an equity investee that is significant to your company, the nature of the investment and significance to your company. (iv) For each of the 8 most recently completed quarters, indicate the accounting principles that the financial data has been prepared in accordance with, the presentation currency and the functional currency if different from the presentation currency. (v) If the financial data provided was not prepared in accordance with the same accounting principles for all 8 quarters, focus the discussion on the important trends and risks that have affected the business.
1.6 Liquidity
Provide an analysis of your company's liquidity, including (a) its ability to generate sufficient amounts of cash and cash equivalents, in the short term and the long term, to maintain your company's capacity, to meet your company's planned growth or to fund development activities; (b) trends or expected fluctuations in your company's liquidity, taking into account demands, commitments, events or uncertainties; (c) its working capital requirements; (d) liquidity risks associated with financial instruments; (e) if your company has or expects to have a working capital deficiency, discuss its ability to meet obligations as they become due and how you expect it to remedy the deficiency; (f) statement of financial position conditions or profit or loss attributable to owners of the parent or cash flow items that may affect your company's liquidity; (g) legal or practical restrictions on the ability of subsidiaries to transfer funds to your company and the effect these restrictions have had or may have on the ability of your company to meet its obligations; and (h) defaults or arrears or significant risk of defaults or arrears on (i) distributions or dividends payments, lease payments, interest or principal payment on debt; (ii) debt covenants; and

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 90 (iii) redemption or retraction or sinking fund payments, and how your company intends to cure the default or arrears or address the risk. INSTRUCTIONS (i) In discussing your company's ability to generate sufficient amounts of cash and cash equivalents you should describe sources of funding and the circumstances that could affect those sources that are reasonably likely to occur. Examples of circumstances that could affect liquidity are market or commodity price changes, economic downturns, defaults on guarantees and contractions of operations. (ii) In discussing trends or expected fluctuations in your company's liquidity and liquidity risks associated with financial instruments you should discuss (A) provisions in debt, lease or other arrangements that could trigger an additional funding requirement or early payment. Examples of such situations are provisions linked to credit rating, profit or loss, cash flows or share price; and (B) circumstances that could impair your company's ability to undertake transaction considered essential to operations. Examples of such circumstances are the inability to maintain investment grade credit rating, earnings per-share, cash flow or share price. (iii) In discussing your company's working capital requirements you should discuss situations where your company must maintain significant inventory to meet customers' delivery requirements or any situations involving extended payment terms. (iv) In discussing your company's statement of financial position conditions or profit or loss or cash flow items you should present a summary, in tabular form, of contractual obligations including payments due for each of the next 5 years and thereafter. The summary and table do not have to be provided if your company is a venture issuer. An example of a table that can be adapted to your company's particular circumstances follows:
Payments Due by Period
Contractual
Obligations
Total Less than 1 year 1 - 3 years 4 - 5 years After 5 years Debt Finance Lease Obligations Operating Leases Purchase Obligations(1) Other Obligations(2) Total Contractual Obligations

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 91 (1) “Purchase Obligation” means an agreement to purchase goods or services that is enforceable and legally binding on your company that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. (2) “Other Obligations” means other financial liabilities reflected on your company's statement of financial position. The tabular presentation may be accompanied by footnotes to describe provisions that create, increase or accelerate obligations, or other details to the extent necessary for an understanding of the timing and amount of your company's specified contractual obligations.
1.7 Capital Resources
Provide an analysis of your company's capital resources, including (a) commitments for capital expenditures as of the date of your company's financial statements including (i) the amount, nature and purpose of these commitments; (ii) the expected source of funds to meet these commitments; and (iii) expenditures not yet committed but required to maintain your company's capacity, to meet your company's planned growth or to fund development activities; (b) known trends or expected fluctuations in your company's capital resources, including expected changes in the mix and relative cost of these resources; and (c) sources of financing that your company has arranged but not yet used. INSTRUCTIONS (i) Capital resources are financing resources available to your company and include debt, equity and any other financing arrangements that you reasonably consider will provide financial resources to your company. (ii) In discussing your company's commitments you should discuss any exploration and development, or research and development expenditures required to maintain properties or agreements in good standing.
1.8 Off-Balance Sheet Arrangements
Discuss any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the financial performance or financial condition of your company including, without limitation, such considerations as liquidity and capital resources. In your discussion of off-balance sheet arrangements you should discuss their business purpose and activities, their economic substance, risks associated with the

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 92 arrangements, and the key terms and conditions associated with any commitments. Your discussion should include (a) a description of the other contracting party(ies); (b) the effects of terminating the arrangement; (c) the amounts receivable or payable, revenue, expenses and cash flows resulting from the arrangement; (d) the nature and amounts of any other obligations or liabilities arising from the arrangement that could require your company to provide funding under the arrangement and the triggering events or circumstances that could cause them to arise; and (e) any known event, commitment, trend or uncertainty that may affect the availability or benefits of the arrangement (including any termination) and the course of action that management has taken, or proposes to take, in response to any such circumstances. INSTRUCTIONS (i) Off-balance sheet arrangements include any contractual arrangement with an entity not reported on a consolidated basis with your company, under which your company has (A) any obligation under certain guarantee contracts; (B) a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for the assets; (C) any obligation under certain derivative instruments; or (D) any obligation held by your company in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to your company, or engages in leasing, hedging activities or, research and development services with your company. (ii) Contingent liabilities arising out of litigation, arbitration or regulatory actions are not considered to be off-balance sheet arrangements. (iii) Disclosure of off-balance sheet arrangements should cover the most recently completed financial year. However, the discussion should address changes from the previous year where such discussion is necessary to understand the disclosure. (iv) The discussion need not repeat information provided in the notes to the financial statements if the discussion clearly cross-references to specific information in the relevant

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 93 notes and integrates the substance of the notes into the discussion in a manner that explains the significance of the information not included in the MD&A.
1.9 Transactions Between Related Parties
Discuss all transactions between related parties as defined by the issuer's GAAP. INSTRUCTION In discussing your company's transactions between related parties, your discussion should include both qualitative and quantitative characteristics that are necessary for an understanding of the transactions' business purpose and economic substance. You should discuss (A) the relationship and identify the related person or entities; (B) the business purpose of the transaction; (C) the recorded amount of the transaction and describe the measurement basis used; and (D) any ongoing contractual or other commitments resulting from the transaction.
1.10 Fourth Quarter
Discuss and analyze fourth quarter events or items that affected your company's financial condition, financial performance or cash flows, year-end and other adjustments, seasonal aspects of your company's business and dispositions of business segments. If your company has filed separate MD&A for its fourth quarter, you may satisfy this requirement by incorporating that MD&A by reference.
1.11 Proposed Transactions
Discuss the expected effect on financial condition, financial performance and cash flows of any proposed asset or business acquisition or disposition if your company's board of directors, or senior management who believe that confirmation of the decision by the board is probable, have decided to proceed with the transaction. Include the status of any required shareholder or regulatory approvals. INSTRUCTION You do not have to disclose this information if, under section 7.1 of Regulation 51-102 respecting Continuous Disclosure Obligations, your company has filed a Form 51-102F3 Material Change Report regarding the transaction on a confidential basis and the report remains confidential.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 94
1.12 Critical Accounting Estimates
If your company is not a venture issuer, provide an analysis of your company's critical accounting estimates. Your analysis should (a) identify and describe each critical accounting estimate used by your company including (i) a description of the accounting estimate; (ii) the methodology used in determining the critical accounting estimate; (iii) the assumptions underlying the accounting estimate that relate to matters highly uncertain at the time the estimate was made; (iv) any known trends, commitments, events or uncertainties that could materially affect the methodology or the assumptions described; and (v) if applicable, why the accounting estimate is reasonably likely to change from period to period and have a material impact on the financial presentation; (b) explain the significance of the accounting estimate to your company's financial position, changes in financial position and financial performance and identify the financial statement line items affected by the accounting estimate; (c) (paragraph revoked); (d) discuss changes made to critical accounting estimates during the past 2 financial years including the reasons for the change and the quantitative effect on your company's overall financial performance and financial statement line items; and (e) identify the reportable segments of your company's business that the accounting estimate affects and discuss the accounting estimate on a reportable segment basis, if your company operates in more than one reportable segment. INSTRUCTIONS (i) An accounting estimate is a critical accounting estimate only if (A) it requires your company to make assumptions about matters that are highly uncertain at the time the accounting estimate is made; and (B) different estimates that your company could have used in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, would have a material impact on your company's financial condition, changes in financial condition or financial performance.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 95 (ii) As part of your description of each critical accounting estimate, in addition to qualitative disclosure, you should provide quantitative disclosure when quantitative information is reasonably available and would provide material information for investors. Similarly, in your discussion of assumptions underlying an accounting estimate that relates to matters highly uncertain at the time the estimate was made, you should provide quantitative disclosure when it is reasonably available and it would provide material information for investors. For example, quantitative information may include a sensitivity analysis or disclosure of the upper and lower ends of the range of estimates from which the recorded estimate was selected.
1.13 Changes in Accounting Policies including Initial Adoption
Discuss and analyze any changes in your company's accounting policies, including (a) for any accounting policies that you have adopted or expect to adopt subsequent to the end of your most recently completed financial year, including changes you have made or expect to make voluntarily and those due to a change in an accounting standard or a new accounting standard that you do not have to adopt until a future date, you should (i) describe the new standard, the date you are required to adopt it and, if determined, the date you plan to adopt it; (ii) disclose the methods of adoption permitted by the accounting standard and the method you expect to use; (iii) discuss the expected effect on your company's financial statements, or if applicable, state that you cannot reasonably estimate the effect; and (iv) discuss the potential effect on your business, for example technical violations or default of debt covenants or changes in business practices; and (b) for any accounting policies that you have initially adopted during the most recently completed financial year, you should (i) describe the events or transactions that gave rise to the initial adoption of an accounting policy; (ii) describe the accounting policy that has been adopted and the method of applying that policy; (iii) discuss the effect resulting from the initial adoption of the accounting policy on your company's financial position, changes in financial position and financial performance; (iv) if your company is permitted a choice among acceptable accounting policies,

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 96 (A) state that you made a choice among acceptable alternatives; (B) identify the alternatives; (C) describe why you made the choice that you did; and (D) discuss the effect, where material, on your company's financial position, changes in financial position and financial performance under the alternatives not chosen; and (v) if no accounting literature exists that covers the accounting for the events or transactions giving rise to your initial adoption of the accounting policy, explain your decision regarding which accounting policy to use and the method of applying that principle. INSTRUCTION You do not have to present the discussion under paragraph 1.13(b) for the initial adoption of accounting policies resulting from the adoption of new accounting standards.
1.14 Financial Instruments and Other Instruments
For financial instruments and other instruments, (a) discuss the nature and extent of your company's use of, including relationships among, the instruments and the business purposes that they serve; (b) describe and analyze the risks associated with the instruments; (c) describe how you manage the risks in paragraph (b), including a discussion of the objectives, general strategies and instruments used to manage the risks, including any hedging activities; (d) disclose the financial statement classification and amounts of income, expenses, gains and losses associated with the instrument; and (e) discuss the significant assumptions made in determining the fair value of financial instruments, the total amount and financial statement classification of the change in fair value of financial instruments recognized in profit or loss for the period, and the total amount and financial statement classification of deferred or unrecognized gains and losses on financial instruments. INSTRUCTIONS (i) “Other instruments” are instruments that may be settled by the delivery of non￾financial assets. A commodity futures contract is an example of an instrument that may be settled by delivery of non-financial assets.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 97 (ii) Your discussion under paragraph 1.14(a) should enhance a reader's understanding of the significance of recognized and unrecognized instruments on your company's financial position, financial performance and cash flows. The information should also assist a reader in assessing the amounts, timing, and certainty of future cash flows associated with those instruments. Also discuss the relationship between liability and equity components of convertible debt instruments. (iii) For purposes of paragraph 1.14(c), if your company is exposed to significant price, credit or liquidity risks, consider providing a sensitivity analysis or tabular information to help readers assess the degree of exposure. For example, an analysis of the effect of a hypothetical change in the prevailing level of interest or currency rates on the fair value of financial instruments and future profit or loss and cash flows may be useful in describing your company's exposure to price risk. (iv) For purposes of paragraph 1.14(d), disclose and explain the revenue, expenses, gains and losses from hedging activities separately from other activities.
1.15 Other MD&A Requirements
(a) Your MD&A must disclose that additional information relating to your company, including your company's AIF if your company files an AIF, is on SEDAR at www.sedar.com. (b) Your MD&A must also provide the information required in the following sections of Regulation 51-102, if applicable:
(i) section 5.3 involving additional disclosure for venture issuers without significant revenue; (ii) section 5.4 involving disclosure of outstanding share data; and (iii) section 5.7 involving additional disclosure for reporting issuers with significant equity investees. (c) Your MD&A must include the MD&A disclosure required by Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings (chapter V-1.1, r. 27) and, as applicable, Form 52-109F1 Certification of Annual Filings – Full Certificate, Form 52-109F1R Certification of Refiled Annual Filings, or Form 52-109F1 AIF Certification of Annual Filings in Connection with Voluntarily Filed AIF. Item 2 Interim MD&A
2.1 Date
Specify the date of your interim MD&A.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 98
2.2 Interim MD&A
Interim MD&A must update your company's annual MD&A for all disclosure required by Item 1 except section 1.3. This disclosure must include (a) a discussion of your analysis of (i) current quarter and year-to-date results including a comparison of financial performance to the corresponding periods in the previous year; (i.i) a comparison of cash flows to the corresponding period in the previous year; (ii) changes in financial performance and elements of profit or loss attributable to owners of the parent that are not related to ongoing business operations; (iii) any seasonal aspects of your company's business that affect its financial position, financial performance or cash flows; and (b) a comparison of your company's interim financial condition to your company's financial condition as at the most recently completed financial year-end. INSTRUCTIONS (i) If the first MD&A you file in this Form (your first MD&A) is an interim MD&A, you must provide all the disclosure called for in Item 1 in your first MD&A. Base the disclosure, except the disclosure for section 1.3, on your interim financial report. Since you do not have to update the disclosure required in section 1.3 in you interim MD&A, your first MD&A will provide disclosure under section 1.3 based on your annual financial statements. Your subsequent interim MD&A for that year will update your first interim MD&A. (ii) For the purposes of paragraph 2.2(b), you may assume the reader has access to your annual MD&A or your first MD&A. You do not have to duplicate the discussion and analysis of financial condition in your annual MD&A or your first MD&A. For example, if economic and industry factors are substantially unchanged you may make a statement to this effect. (iii) For the purposes of subparagraph 2.2(a)(i), you should generally give prominence to the current quarter. (iv) In discussing your company's statement of financial position conditions or profit or loss or cash flow items for an interim period, you do not have to present a summary, in tabular form, of all known contractual obligations contemplated under section 1.6. Instead, you should disclose material changes in the specified contractual obligations during the interim period.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 99 (v) Interim MD&A prepared in accordance with Item 2 is not required for your company's fourth quarter as relevant fourth quarter content will be contained in your company's annual MD&A prepared in accordance with Item 1 (see section 1.10). (vi) In your interim MD&A, update the summary of quarterly results in section 1.5 by providing summary information for the 8 most recently completed quarters. (vii) Your annual MD&A may not include all the information in Item 1 if you were a venture issuer as at the end of your last financial year. If you ceased to be a venture issuer during your interim period, you do not have to restate the MD&A you previously filed. Instead, provide the disclosure for the additional sections in Item 1 that you were exempt from as a venture issuer in the next interim MD&A you file. Base your disclosure for those sections on your interim financial report.
2.2.1 Quarterly Highlights
If your company is a venture issuer, you have the option of meeting the requirement to provide interim MD&A under section 2.2 by instead providing a short discussion of all material information about your company’s operations, liquidity and capital resources. Include in your discussion:

• an analysis of your company’s financial condition, financial performance
  and cash flows and any significant factors that have caused period to period variations in those measures;
• known trends, risks or demands;
• major operating milestones;
• commitments, expected or unexpected events, or uncertainties that have
  materially affected your company’s operations, liquidity and capital resources in the interim period or are reasonably likely to have a material effect going forward;
• any significant changes from disclosure previously made about how the
  company was going to use proceeds from any financing and an explanation of variances;
• any significant transactions between related parties that occurred in the
  interim period.
  INSTRUCTIONS
  (i) If the first MD&A you file in this Form (your first MD&A) is an interim MD&A, you cannot use quarterly highlights. Rather, you must provide all the disclosure called for in Item 1 in your first MD&A. Base the disclosure, except the disclosure for section 1.3, on your interim financial report. Since you do not have to update the disclosure required in
  section 1.3 in your interim MD&A, your first MD&A will provide disclosure under
  section 1.3 based on your annual financial statements.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 100 (ii) Provide a short, focused discussion that gives a balanced and accurate picture of the company’s business activities during the interim period. The purpose of the quarterly highlights reporting is to provide a brief narrative update about the business activities, financial condition, financial performance and cash flow of the company. While summaries are to be clear and concise, they are subject to the normal prohibitions against false and misleading statements. (iii) Quarterly highlights prepared in accordance with section 2.2.1 are not required for your company’s fourth quarter as relevant fourth quarter content will be contained in your company’s annual MD&A prepared in accordance with Item 1 (see section 1.10). (iv) You must title your quarterly highlights “Interim MD&A – Quarterly Highlights”. (v) If there was a change to the company’s accounting policies during the interim period, include a description of the material effects resulting from the change.
2.2.2 Quarterly Highlights - Transition
Section 2.2.1 applies to an issuer in respect of a financial year beginning on or
after July 1, 2015.
2.3 Other Interim MD&A Requirements
Your interim MD&A must include the interim MD&A disclosure required by Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings and, as applicable, Form 52-109F2 Certification of Interim Filings – Full Certificate or Form 52-109F2R Certification of Refiled Interim Filings. M.O. 2005-03, Sch. 51-102F1; M.O. 2005-25, s. 2; M.O. 2006-04, s. 38; M.O. 2007-08, s. 6; M.O. 2008-17, s. 1; M.O. 2008-18, s. 8 and 13; M.O. 2010-17, s. 28; M.O. 2011-02, s. 1; M.O. 2015-07, s. 8.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 101 FORM 51-102F2 ANNUAL INFORMATION FORM
PART 1
GENERAL PROVISIONS
(a) Description of AIF
An AIF (annual information form) is required to be filed annually by certain companies under Part 6 of Regulation 51-102 respecting Continuous Disclosure Obligations (chapter V-1.1, r. 24). An AIF is a disclosure document intended to provide material information about your company and its business at a point in time in the context of its historical and possible future development. Your AIF describes your company, its operations and prospects, risks and other external factors that impact your company specifically. This disclosure is supplemented throughout the year by subsequent continuous disclosure filings including news releases, material change reports, business acquisition reports, financial statements and management discussion and analysis. (b) Date of Information Unless otherwise specified in this Form, the information in your AIF must be presented as at the last day of your company's most recently completed financial year. If necessary, you must update the information in the AIF so it is not misleading when it is filed. For information presented as at any date other than the last day of your company's most recently completed financial year, specify the relevant date in the disclosure. (c) Use of “Company” Wherever this Form uses the word “company”, the term includes other types of business organizations such as partnerships, trusts and other unincorporated business entities. All references to “your company” in Items 4, 5, 6, 12, 13, 15 and 16 of this Form apply collectively to your company, your company's subsidiaries, joint ventures to which your company is a party and entities in which your company has an investment accounted for by the equity method. (d) Focus on Material Information Focus your AIF on material information. You do not need to disclose information that is not material. Exercise your judgment when determining whether information is material. However, you must disclose all corporate and individual cease trade orders, bankruptcies, penalties and sanctions in accordance with Item 10 and section 12.2 of this Form.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 102 (e) Determination of What is Material Would a reasonable investor's decision whether or not to buy, sell or hold securities in your company likely be influenced or changed if the information in question was omitted or misstated? If so, the information is likely material. (f) Incorporating Information by Reference You may incorporate information required to be included in your AIF by reference to another document, other than a previous AIF. Clearly identify the referenced document or any excerpt of it that you incorporate into your AIF. Unless you have already filed the referenced document or excerpt, including any documents incorporated by reference into the document or excerpt, under your SEDAR profile, you must file it with your AIF. You must also disclose that the document is on SEDAR at www.sedar.com. (g) Defined Terms If a term is used but not defined in this Form, refer to Part 1 of Regulation 51-102 respecting Continuous Disclosure Obligations and to Regulation 14-101 respecting Definitions (chapter V-1.1, r. 3). If a term is used in this Form and is defined in both the securities statute of a local jurisdiction and in Regulation 51-102 respecting Continuous Disclosure Obligations, refer to section 1.4 of Policy Statement to Regulation 51-102 respecting Continuous Disclosure Obligations (Decision 2012-PDG-0236, 2012-12-20) for further guidance. This Form also uses accounting terms that are defined or used in Canadian GAAP applicable to publicly accountable enterprises. For further guidance, see subsections 1.4(7) and (8) of Policy Statement to Regulation 51-102 respecting Continuous Disclosure Obligations. (h) Plain Language Write the AIF so that readers are able to understand it. Refer to the plain language principles listed in section 1.5 of Policy Statement to Regulation 51-102 respecting Continuous Disclosure Obligations for further guidance. If you use technical terms, explain them in a clear and concise manner. (i) Special Purpose Entities If your company is a special purpose entity, you may have to modify the disclosure items in this Form to reflect the special purpose nature of your company's business. (j) Numbering and Headings The numbering, headings and ordering of items included in this Form are guidelines only. Disclosure provided in response to any item need not be repeated elsewhere.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 103 (k) Omitting Information You do not need to respond to any item in this Form that is inapplicable and you may omit negative answers.
PART 2
CONTENT OF AIF
Item 1 Cover Page
1.1 Date
Specify the date of your AIF. The date must be no earlier than the date of the auditor's report on the financial statements for your company's most recently completed financial year. You must file your AIF within 10 days of the date of the AIF.
1.2 Revisions
If you revise your company's AIF after you have filed it, identify the revised version as a “revised AIF”. Item 2 Table of Contents
2.1 Table of Contents
Include a table of contents.
Item 3 Corporate Structure
3.1 Name, Address and Incorporation
(1) State your company's full corporate name or, if your company is an unincorporated entity, the full name under which it exists and carries on business, and the address(es) of your company's head and registered office. (2) State the statute under which your company is incorporated, continued or organized or, if your company is an unincorporated entity, the laws of the jurisdiction or foreign jurisdiction under which it is established and exists. Describe the substance of any material amendments to the articles or other constating or establishing documents of your company.
3.2 Intercorporate Relationships
Describe, by way of a diagram or otherwise, the intercorporate relationships among your company and its subsidiaries. For each subsidiary state:

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 104 (a) the percentage of votes attaching to all voting securities of the subsidiary beneficially owned, or controlled or directed, directly or indirectly, by your company; (b) the percentage of each class of restricted securities of the subsidiary beneficially owned, or controlled or directed, directly or indirectly, by your company; and (c) where it was incorporated, continued, formed or organized. INSTRUCTION You may omit a particular subsidiary if, at the most recent financial year-end of your company, (i) the total assets of the subsidiary do not exceed 10% of the consolidated assets of your company; (ii) the revenue of the subsidiary does not exceed 10% of the consolidated revenue of your company; and (iii) the conditions in paragraphs (i) and (ii) would be satisfied if you (A) aggregated the subsidiaries that may be omitted under paragraphs (i) and (ii), and (B) changed the reference in those paragraphs from 10% to 20% . Item 4 General Development of the Business
4.1 3 Year History
Describe how your company's business has developed over the last 3 completed financial years. Include only events, such as acquisitions or dispositions, or conditions that have influenced the general development of the business. If your company produces or distributes more than one product or provides more than one kind of service, describe the products or services. Also discuss changes in your company's business that you expect will occur during the current financial year.
4.2 Significant Acquisitions
Disclose any significant acquisition completed by your company during its most recently completed financial year for which disclosure is required under Part 8 of Regulation 51-102 respecting Continuous Disclosure Obligations, by providing a brief summary of the significant acquisition and stating whether your company has filed a Form 51-102F4 in respect of the acquisition.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 105 Item 5 Describe the Business
5.1 General
Describe the business of your company and its operating segments that are reportable segments as those terms are described in the issuer's GAAP. For each reportable segment include:
(a) Summary - For products or services,
(i) their principal markets;
(ii) distribution methods;
(iii) for each of the 2 most recently completed financial years, as dollar amounts or as percentages, the revenue for each category of products or services that accounted for 15% or more of total consolidated revenue for the applicable financial year derived from A. sales or transfers to joint ventures in which your company is a participant or to entities in which your company has an investment accounted for by the equity method, B. sales to customers, other than those referred to in clause A, outside the consolidated entity, and
C. sales or transfers to controlling shareholders;
(iv) if not fully developed, the stage of development of the products or services and, if the products are not at the commercial production stage A. the timing and stage of research and development programs, B. whether your company is conducting its own research and development, is subcontracting out the research and development or is using a combination of those methods, and
C. the additional steps required to reach commercial production
and an estimate of costs and timing.
(b) Production and Services - The actual or proposed method of production and, if your company provides services, the actual or proposed method of providing services. (c) Specialized Skill and Knowledge - A description of any specialized skill and knowledge requirements and the extent to which the skill and knowledge are available to your company.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 106 (d) Competitive Conditions - The competitive conditions in your company's principal markets and geographic areas, including, if reasonably possible, an assessment of your company's competitive position. (e) New Products - If you have publicly announced the introduction of a new product, the status of the product. (f) Components - The sources, pricing and availability of raw materials, component parts or finished products. (g) Intangible Properties - The importance, duration and effect of identifiable intangible properties, such as brand names, circulation lists, copyrights, franchises, licences, patents, software, subscription lists and trademarks, on the segment. (h) Cycles - The extent to which the business of the reportable segment is cyclical or seasonal. (i) Economic Dependence - A description of any contract upon which your company's business is substantially dependent, such as a contract to sell the major part of your company's products or services or to purchase the major part of your company's requirements for goods, services or raw materials, or any franchise or licence or other agreement to use a patent, formula, trade secret, process or trade name upon which your company's business depends. (j) Changes to Contracts -A description of any aspect of your company's business that you reasonably expect to be affected in the current financial year by renegotiation or termination of contracts or sub-contracts, and the likely effect. (k) Environmental Protection - The financial and operational effects of environmental protection requirements on the capital expenditures, profit or loss and competitive position of your company in the current financial year and the expected effect in future years. (l) Employees - The number of employees as at the most recent financial year-end or the average number of employees over the year, whichever is more meaningful to understand the business. (m) Foreign Operations - Describe the dependence of your company and any reportable segment upon foreign operations. (n) Lending - With respect to your company's lending operations, disclose the investment policies and lending and investment restrictions. (2) Bankruptcy and Similar Procedures - Disclose the nature and results of any bankruptcy, receivership or similar proceedings against the company or any of its subsidiaries, or any voluntary bankruptcy, receivership or similar proceedings by the company or any of its subsidiaries, within the 3 most recently completed financial years or during or proposed for the current financial year.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 107 (3) Reorganizations - Disclose the nature and results of any material reorganization of your company or any of its subsidiaries within the 3 most recently completed financial years or completed during or proposed for the current financial year. (4) Social or Environmental Policies - If your company has implemented social or environmental policies that are fundamental to your operations, such as policies regarding your company's relationship with the environment or with the communities in which it does business, or human rights policies, describe them and the steps your company has taken to implement them.
5.2 Risk Factors
Disclose risk factors relating to your company and its business, such as cash flow and liquidity problems, if any, experience of management, the general risks inherent in the business carried on by your company, environmental and health risks, reliance on key personnel, regulatory constraints, economic or political conditions and financial history and any other matter that would be most likely to influence an investor's decision to purchase securities of your company. If there is a risk that securityholders of your company may become liable to make an additional contribution beyond the price of the security, disclose that risk. INSTRUCTIONS (i) Disclose the risks in order of seriousness from the most serious to the least serious. (ii) A risk factor should not be de-emphasized by including excessive caveats or conditions.
5.3 Companies with Asset-backed Securities Outstanding
If your company had asset-backed securities outstanding that were distributed under a prospectus, disclose the following information:
(1) Payment Factors - A description of any events, covenants, standards or preconditions that may reasonably be expected to affect the timing or amount of any payments or distributions to be made under the asset-backed securities. (2) Underlying Pool of Assets - For the 3 most recently completed financial years of your company or the lesser period commencing on the first date on which your company had asset-backed securities outstanding, financial disclosure that described the underlying pool of financial assets servicing the asset-backed securities relating to (a) the composition of the pool as of the end of each financial year or partial period; (b) profit and losses from the pool on at least an annual basis or such shorter period as is reasonable given the nature of the underlying pool of assets;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 108 (c) the payment, prepayment and collection experience of the pool on at least an annual basis or such shorter period as is reasonable given the nature of the underlying pool of assets; (d) servicing and other administrative fees; and (e) any significant variances experienced in the matters referred to in paragraphs (a) through (d). (2.1) If any of the financial disclosure disclosed in accordance with subsection (2) has been audited, disclose the existence and results of the audit. (3) Investment Parameters - The investment parameters applicable to investments of any cash flow surpluses. (4) Payment History - The amount of payments made during the 3 most recently completed financial years or the lesser period commencing on the first date on which your company had asset-backed securities outstanding, in respect of principal and interest or capital and yield, each stated separately, on asset-backed securities of your company outstanding. (5) Acceleration Event - The occurrence of any event that has led to, or with the passage of time could lead to, the accelerated payment of principal, interest or capital of asset-backed securities. (6) Principal Obligors - The identity of any principal obligors for the outstanding asset-backed securities of your company, the percentage of the pool of financial assets servicing the asset-backed securities represented by obligations of each principal obligor and whether the principal obligor has filed an AIF in any jurisdiction or a Form 10-K or Form 20-F in the United States. INSTRUCTIONS (i) Present the information requested under subsection (2) in a manner that enables a reader to easily determine the status of the events, covenants, standards and preconditions referred to in subsection (1) of this item. (ii) If the information required under subsection (2) (A) is not compiled specifically on the pool of financial assets servicing the asset-backed securities, but is compiled on a larger pool of the same assets from which the securitized assets are randomly selected so that the performance of the larger pool is representative of the performance of the pool of securitized assets, or (B) in the case of a new company, where the pool of financial assets servicing the asset-backed securities will be randomly selected from a larger pool of the same assets so that the performance of the larger pool will be representative of the performance of the pool of securitized assets to be created, a company may comply with subsection

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 109 (2) by providing the information required based on the larger pool and disclosing that it has done so.
5.4 Companies with Mineral Projects
If your company had a mineral project, provide the following information, by summary if applicable, for each project material to your company:
(1) Current Technical Report – The title, author(s), and date of the most recent technical report on the property filed in accordance with Regulation 43-101 respecting Standards of Disclosure for Mineral Projects (chapter V-1.1, r. 15). (2) Project Description, Location, and Access (a) The location of the project and means of access. (b) The nature and extent of your company’s title to or interest in the project, including surface rights, obligations that must be met to retain the project, and the expiration date of claims, licences and other property tenure rights. (c) The terms of any royalties, overrides, back-in rights, payments or other agreements and encumbrances to which the project is subject. (d) To the extent known, any significant factors or risks that might affect access or title, or the right or ability to perform work on, the property, including permitting and environmental liabilities to which the project is subject. (3) History (a) To the extent known, the prior exploration and development of the property, including the type, amount, and results of any exploration work undertaken by previous owners, any significant historical estimates, and any previous production on the property. (4) Geological Setting, Mineralization, and Deposit Types (a) The regional, local, and property geology. (b) The significant mineralized zones encountered on the property, the surrounding rock types and relevant geological controls, and the length, width, depth and continuity of the mineralization together with a description of the type, character and distribution of the mineralization. (c) The mineral deposit type or geological model or concepts being applied.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 110 (5) Exploration – The nature and extent of all relevant exploration work other than drilling, conducted by or on behalf of your company, including a summary and interpretation of the relevant results. (6) Drilling – The type and extent of drilling and a summary and interpretation of all relevant results. (7) Sampling, Analysis, and Data Verification – The sampling and assaying including, without limitation, (a) sample preparation methods and quality control measures employed before dispatch of samples to an analytical or testing laboratory, (b) the security measures taken to ensure the validity and integrity of samples taken, (c) assaying and analytical procedures used and the relationship, if any, of the laboratory to your company, and (d) quality control measures and data verification procedures, and their results. (8) Mineral Processing and Metallurgical Testing – If mineral processing or metallurgical testing analyses have been carried out, describe the nature and extent of the testing and analytical procedures, and provide a summary of the relevant results and, to the extent known, provide a description of any processing factors or deleterious elements that could have a significant effect on potential economic extraction. (9) Mineral Resource and Mineral Reserve Estimates – The mineral resources and mineral reserves, if any, including, without limitation, (a) the effective date of the estimates, (b) the quantity and grade or quality of each category of mineral resources and mineral reserves, (c) the key assumptions, parameters, and methods used to estimate the mineral resources and mineral reserves, and (d) the extent to which the estimate of mineral resources and mineral reserves may be materially affected by metallurgical, environmental, permitting, legal, title, taxation, socio-economic, marketing, political, and other relevant issues. (10) Mining Operations – For advanced properties, the current or proposed mining methods, including a summary of the relevant information used to establish the amenability or potential amenability of the mineral resources or mineral reserves to the proposed mining methods.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 111 (11) Processing and Recovery Operations – For advanced properties, a summary of current or proposed processing methods and reasonably available information on test or operating results relating to the recoverability of the valuable component or commodity. (12) Infrastructure, Permitting, and Compliance Activities – For advanced properties, (a) the infrastructure and logistic requirements for the project, and (b) the reasonably available information on environmental, permitting, and social or community factors related to the project. (13) Capital and Operating Costs – For advanced properties, (a) a summary of capital and operating cost estimates, with the major components set out in tabular form, and (b) an economic analysis with forecasts of annual cash flow, net present value, internal rate of return, and payback period, unless exempted under Instruction (1) to Item 22 of Form 43-101F1. (14) Exploration, Development, and Production – A description of your company’s current and contemplated exploration, development or production activities. INSTRUCTIONS (i) Disclosure regarding mineral exploration, development or production activities on material projects must comply with Regulation 43-101 respecting Standards of Disclosure for Mineral Projects, including the limitations set out in it. You must use the appropriate terminology to describe mineral reserves and mineral resources. You must base your disclosure on information prepared by, under the supervision of, or approved by, a qualified person. (ii) You are permitted to satisfy the disclosure requirements in section 5.4 by reproducing the summary from the technical report on the material property and incorporating the detailed disclosure in the technical report into the AIF by reference.
5.5 Companies with Oil and Gas Activities
If your company is engaged in oil and gas activities as defined in Regulation 51-101 respecting Standards of Disclosure for Oil and Gas Activities (chapter V-1.1, r. 23), disclose the following information:
(1) Reserves Data and Other Information
(a) In the case of information that, for purposes of Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information, is to be prepared as at the end of

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 112 a financial year, disclose that information as at your company's most recently completed financial year-end. (b) In the case of information that, for purposes of Form 51-101F1, is to be prepared for a financial year, disclose that information for your company's most recently completed financial year. (c) (paragraph revoked). (2) Report of Independent Qualified Reserves Evaluator or Auditor - Include with the disclosure under subsection (1) a report in the form of Form 51-101F2 Report on Reserves Data by Independent Qualified Reserves Evaluator or Auditor, on the reserves data included in the disclosure required under subsection (1). (3) Report of Management -Include with the disclosure under subsection (1) a report in the form of Form 51-101F3 Report of Management and Directors on Oil and Gas Disclosure under Regulation 51-101 respecting Standards of Disclosure for Oil and Gas Activities that refers to the information disclosed under subsection (1). (4) Material Changes – To the extent not reflected in the information disclosed in response to subsection (1), disclose the information contemplated by Part 6 of Regulation 51-101 respecting Standards of Disclosure for Oil and Gas Activities in respect of material changes that occurred after your company’s most recently completed financial year-end. INSTRUCTION The information presented in response to section 5.5 must be in accordance with Regulation 51-101 respecting Standards of Disclosure for Oil and Gas Activities. Item 6 Dividends and Distributions
6.1 Dividends and Distributions
(1) Disclose the amount of cash dividends or distributions declared per security for each class of your company’s securities for each of the 3 most recently completed financial years. (2) Describe any restriction that could prevent your company from paying dividends or distributions. (3) Disclose your company’s current dividend policy and any intended change in dividend policy.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 113 Item 7 Description of Capital Structure
7.1 General Description of Capital Structure
Describe your company's capital structure. State the description or the designation of each class of authorized security, and describe the material characteristics of each class of authorized security, including voting rights, provisions for exchange, conversion, exercise, redemption and retraction, dividend rights and rights upon dissolution or winding-up. INSTRUCTION This section requires only a brief summary of the provisions that are material from a securityholder's standpoint. The provisions attaching to different classes of securities do not need to be set out in full. This summary should include the disclosure required in subsection 10.1(1) of Regulation 51-102 respecting Continuous Disclosure Obligations.
7.2 Constraints
If there are constraints imposed on the ownership of securities of your company to ensure that your company has a required level of Canadian ownership, describe the mechanism, if any, by which the level of Canadian ownership of the securities is or will be monitored and maintained.
7.3 Ratings
(1) If you have asked for and received a credit rating, or if you are aware that you have received any other kind of rating, including a stability rating or a provisional rating, from one or more credit rating organizations for securities of your company that are outstanding, or will be outstanding, and the rating or ratings continue in effect, disclose (a) each rating received from a credit rating organization; (b) for each rating disclosed under paragraph (a), the name of the credit rating organization that has assigned the rating; (c) a definition or description of the category in which each credit rating organization rated the securities 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 are not addressed by the rating; (e) any factors or considerations identified by the credit rating organization as giving rise to unusual risks associated with the securities;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 114 (f) a statement that a credit 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 credit rating organization; and (g) any announcement made by, or any proposed announcement known to your company that is to be made by, a credit 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. (2) If payments were, or reasonably will be, made to a credit rating organization that provided a rating described in subsection (1), state that fact and state whether any payments were made to the credit rating organization in respect of any other service provided to your company by the credit rating organization during the last 2 years. INSTRUCTIONS There may be factors relating to a security that are not addressed by a credit rating organization when they give a rating. For example, in the case of cash settled derivative instruments, 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 a credit rating organization by way of a superscript or other notation to a rating. Any such attributes must be discussed in the disclosure under section 7.3. A provisional rating received before the company’s most recently completed financial year is not required to be disclosed under section 7.3. Item 8 Market for Securities
8.1 Trading Price and Volume
(1) For each class of securities of your company 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 your company 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 of trading or quotation generally occurs. (3) Provide the information required under subsections (1) and (2) on a monthly basis for each month or, if applicable, partial months of the most recently completed financial year.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 115
8.2 Prior Sales
For each class of securities of your company that is outstanding but not listed or quoted on a marketplace, state the price at which securities of the class have been issued during the most recently completed financial year by your company, the number of securities of the class issued at that price, and the date on which the securities were issued. Item 9 Escrowed Securities and Securities Subject to Contractual Restriction on Transfer
9.1 Escrowed Securities and Securities Subject to Contractual Restriction on
Transfer
(1) State, in substantially the following tabular form, the number of securities of each class of your company held, to your company’s knowledge, in escrow or that are subject to a contractual restriction on transfer and the percentage that number represents of the outstanding securities of that class for your company’s most recently completed financial year. ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER Designation of class Number of securities held in escrow or that are subject to a contractual restriction on transfer Percentage of class (2) In a note to the table disclose the name of the depository, if any, and the date of and conditions governing the release of the securities from escrow or the date the contractual restriction on transfer ends, as applicable. INSTRUCTIONS (i) For the purposes of this item, escrow includes securities subject to a pooling agreement. (ii) For the purposes of this item, securities subject to contractual restrictions on transfer as a result of pledges made to lenders are not required to be disclosed. Item 10 Directors and Officers
10.1 Name, Occupation and Security Holding
(1) List the name, province or state, and country of residence of each director and executive officer of your company and indicate their respective positions and offices held with your company and their respective principal occupations during the 5 preceding years.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 116 (2) State the period or periods during which each director has served as a director and when his or her term of office will expire. (3) State the number and percentage of securities of each class of voting securities of your company or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by all directors and executive officers of your company as a group. (4) Identify the members of each committee of the board. (5) If the principal occupation of a director or executive officer of your company is acting as an officer of a person other than your company, disclose that fact and state the principal business of the person. INSTRUCTION For the purposes of subsection (3), securities of subsidiaries of your company that are beneficially owned, or controlled or directed, directly or indirectly, by directors or executive officers through ownership, or control or direction, directly or indirectly, over securities of your company, do not need to be included.
10.2 Cease Trade Orders, Bankruptcies, Penalties or Sanctions
If a director or executive officer of your company is, as at the date of the AIF, or was within 10 years before the date of the AIF, a director, chief executive officer or chief financial officer of any company (including your company), that:
(a) was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer, or (b) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer, state the fact and describe the basis on which the order was made and whether the order is still in effect. (1.1) For the purposes of subsection (1), “order” means any of the following, if in effect for a period of more than 30 consecutive days:
(a) a cease trade order;
(b) an order similar to a cease trade order; or (c) an order that denied the relevant company access to any exemption under securities legislation.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 117 (1.2) If a director or executive officer of your company, or a shareholder holding a sufficient number of securities of your company to affect materially the control of your company (a) is, as at the date of the AIF, or has been within the 10 years before the date of the AIF, a director or executive officer of any company (including your company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, state the fact; or (b) has, within the 10 years before the date of the AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder, state the fact. (2) Describe the penalties or sanctions imposed and the grounds on which they were imposed, or the terms of the settlement agreement and the circumstances that gave rise to the settlement agreement, if a director or executive officer of your company, or a shareholder holding a sufficient number of securities of your company to affect materially the control of your company, has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision. (3) Despite subsection (2), no disclosure is required of a settlement agreement entered into before December 31, 2000 unless the disclosure would likely be important to a reasonable investor in making an investment decision. INSTRUCTIONS (i) The disclosure required by subsections (1), (1.2) and (2) also applies to any personal holding companies of any of the persons referred to in subsections (1), (1.2) and (2). (ii) A management cease trade order which applies to directors or executive officers of a company is an “order” for the purposes of paragraph 10.2(1)(a) and must be disclosed, whether or not the director, chief executive officer or chief financial officer was named in the order.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 118 (iii) A late filing fee, such as a filing fee that applies to the late filing of an insider report, is not a “penalty or sanction” for the purposes of section 10.2. (iv) The disclosure in paragraph 10.2(1)(a) only applies if the director or executive officer was a director, chief executive officer or chief financial officer when the order was issued against the company. You do not have to provide disclosure if the director or executive officer became a director, chief executive officer or chief financial officer after the order was issued.
10.3 Conflicts of Interest
Disclose particulars of existing or potential material conflicts of interest between your company or a subsidiary of your company and any director or officer of your company or of a subsidiary of your company. Item 11 Promoters
11.1 Promoters
For a person that has been, within the 2 most recently completed financial years or during the current financial year, a promoter of your company or of a subsidiary of your company, state (a) the person name; (b) the number and percentage of each class of voting securities and equity securities of your company or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly; (c) the nature and amount of anything of value, including money, property, contracts, options or rights of any kind received or to be received by the promoter directly or indirectly from your company or from a subsidiary of your company, and the nature and amount of any assets, services or other consideration received or to be received by your company or a subsidiary of your company in return; and (d) for an asset acquired within the 3 most recently completed financial years or during the current financial year, or an asset to be acquired, by your company or by a subsidiary of your company from a promoter (i) the consideration paid or to be paid for the asset and the method by which the consideration has been or will be determined; (ii) the person making the determination referred to in subparagraph (i) and the person relationship with your company, the promoter, or an associate or affiliate of your company or of the promoter; and (iii) the date that the asset was acquired by the promoter and the cost of the asset to the promoter.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 119 Item 12 Legal Proceedings and Regulatory Actions
12.1 Legal Proceedings
(1) Describe any legal proceedings your company is or was a party to, or that any of its property is or was the subject of, during your company’s financial year. (2) Describe any such legal proceedings your company knows to be contemplated. (3) For each proceeding described in subsections (1) and (2), include the name of the court or agency, the date instituted, the principal parties to the proceeding, the nature of the claim, the amount claimed, if any, whether the proceeding is being contested, and the present status of the proceeding. INSTRUCTION You do not need to give information with respect to any proceeding that involves a claim for damages if the amount involved, exclusive of interest and costs, does not exceed 10% of the current assets of your company. However, if any proceeding presents in large degree the same legal and factual issues as other proceedings pending or known to be contemplated, you must include the amount involved in the other proceedings in computing the percentage.
12.2 Regulatory Actions
Describe any
(a) penalties or sanctions imposed against your company by a court relating to securities legislation or by a securities regulatory authority during your financial year, (b) any other penalties or sanctions imposed by a court or regulatory body against your company that would likely be considered important to a reasonable investor in making an investment decision, and (c) settlement agreements your company entered into before a court relating to securities legislation or with a securities regulatory authority during your financial year. INSTRUCTION You do not need to give information with respect to any proceeding that involves a claim for damages if the amount involved, exclusive of interest and costs, does not exceed 10% of the current assets of your company. However, if any proceeding presents in large degree the same legal and factual issues as other proceedings pending or known to be contemplated, you must include the amount involved in the other proceedings in computing the percentage.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 120 Item 13 Interest of Management and Others in Material Transactions
13.1 Interest of Management and Others in Material Transactions
Describe, and state the approximate amount of, any material interest, direct or indirect, of any of the following persons in any transaction within the 3 most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect your company:
(a) a director or executive officer of your company; (b) a person that beneficially owns, or controls or directs, directly or indirectly, more than 10% of any class or series of your outstanding voting securities; and (c) an associate or affiliate of any of the persons referred to in paragraphs (a) or (b). INSTRUCTIONS (i) The materiality of the interest is to be determined on the basis of the significance of the information to investors in light of all the circumstances of the particular case. The importance of the interest to the person having the interest, the relationship of the parties to the transaction with each other and the amount involved are among the factors to be considered in determining the significance of the information to securityholders. (ii) This Item does not apply to any interest arising from the ownership of securities of your company if the securityholder receives no extra or special benefit or advantage not shared on an equal basis by all other holders of the same class of securities or all other holders of the same class of securities who are resident in Canada. (iii) Give a brief description of the material transactions. Include the name of each person whose interest in any transaction is described and the nature of the relationship to your company. (iv) For any transaction involving the purchase of assets by or sale of assets to your company or a subsidiary of your company, state the cost of the assets to the purchaser, and the cost of the assets to the seller if acquired by the seller within 3 years before the transaction. (v) You do not need to give information under this Item for a transaction if (A) the rates or charges involved in the transaction are fixed by law or determined by competitive bids, (B) the interest of a specified person in the transaction is solely that of a director of another company that is a party to the transaction,

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 121 (C) the transaction involves services as a bank or other depository of funds, a transfer agent, registrar, trustee under a trust indenture or other similar services, or (D) the transaction does not involve remuneration for services and the interest of the specified person arose from the beneficial ownership, direct or indirect, of less than 10% of any class of equity securities of another company that is party to the transaction and the transaction is in the ordinary course of business of your company or your company's subsidiaries. (vi) Describe all transactions not excluded above that involve remuneration (including an issuance of securities), directly or indirectly, to any of the specified persons for services in any capacity unless the interest of the person arises solely from the beneficial ownership, direct or indirect, of less than 10% of any class of equity securities of another company furnishing the services to your company or your company's subsidiaries. Item 14 Transfer Agents and Registrars
14.1 Transfer Agents and Registrars
State the name of your company's transfer agent(s) and registrar(s) and the location (by municipalities) of the register(s) of transfers of each class of securities. Item 15 Material Contracts
15.1 Material Contracts
Give particulars of any material contract
(a) required to be filed under section 12.2 of the Regulation at the time this AIF is filed, as required under section 12.3 of the Regulation, or (b) would be required to be filed under section 12.2 of the Regulation at the time this AIF is filed, as required under section 12.3 of the Regulation, but for the fact that it was previously filed. INSTRUCTIONS (i) You must give particulars of any material contract that was entered into within the last financial year or before the last financial year but is still in effect, and that is required to be filed under section 12.2 of the Regulation or would be required to be filed under
section 12.2 of the Regulation but for the fact that it was previously filed. You do not need
to give particulars of a material contract that was entered into before January 1, 2002 because these material contracts are not required to be filed under section 12.2 of the Regulation. (ii) Set out a complete list of all contracts for which particulars must be given under this item, indicating those that are disclosed elsewhere in the AIF. Particulars need only

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 122 be provided for those contracts that do not have the particulars given elsewhere in the AIF. (iii) Particulars of contracts must include the dates of, parties to, consideration provided for in, and general nature and key terms of, the contracts. Item 16 Interests of Experts
16.1 Names of Experts
Name each person
(a) who is named as having prepared or certified a report, valuation, statement or opinion described or included in a filing, or referred to in a filing, made under Regulation 51-102 respecting Continuous Disclosure Obligations by your company during, or relating to, your company's most recently completed financial year; and (b) whose profession or business gives authority to the report, valuation, statement or opinion made by the person.
16.2 Interests of Experts
(1) Disclose all registered or beneficial interests, direct or indirect, in any securities or other property of your company or of one of your associates or affiliates (a) held by an expert named in section 16.1 and, if the expert is not an individual, by the designated professionals of that expert, when that expert prepared the report, valuation, statement or opinion referred to in paragraph 16.1(a); (b) received by an expert named in section 16.1 and, if the expert is not an individual, by the designated professionals of that expert, after the time specified in paragraph 16.2(1)(a); or (c) to be received by an expert named in section 16.1 and, if the expert is not an individual, by the designated professionals of that expert. (1.1) For the purposes of subsection (1), a “designated professional” means, in relation to an expert named in section 16.1, (a) each partner, employee or consultant of the expert who participated in and who was in a position to directly influence the preparation of the report, valuation, statement or opinion referred to in paragraph 16.1(a); and (b) each partner, employee or consultant of the expert who was, at any time during the preparation of the report, valuation, statement or opinion referred to in paragraph 16.1(a), in a position to directly influence the outcome of the preparation of the report, valuation, statement or opinion, including, without limitation

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 123 (i) any person who recommends the compensation of, or who provides direct supervisory, management or other oversight of, the partner, employee or consultant in the performance of the preparation of the report, valuation, statement or opinion referred to in paragraph 16.1(a), including those at all successively senior levels through to the expert's chief executive officer; (ii) any person who provides consultation regarding technical or industry-specific issues, transactions or events for the preparation of the report, valuation, statement or opinion referred to in paragraph 16.1(a); and (iii) any person who provides quality control for the preparation of the report, valuation, statement or opinion referred to in paragraph 16.1(a). (2) For the purposes of subsection (1), if the person's interest in the securities represents less than 1% of your outstanding securities of the same class, a general statement to that effect is sufficient. (2.1) Despite subsection (1), an auditor who is independent in accordance with the auditor's rules of professional conduct in a jurisdiction of Canada or who has performed an audit in accordance with U.S. PCAOB GAAS or U.S. AICPA GAAS is not required to provide the disclosure in subsection (1) if there is disclosure that the auditor is independent in accordance with the auditor's rules of professional conduct in a jurisdiction of Canada or that the auditor has complied with the SEC's rules on auditor independence. (3) If a person or a director, officer or employee of a person referred to in subsection (1) is or is expected to be elected, appointed or employed as a director, officer or employee of your company or of any associate or affiliate of your company, disclose the fact or expectation. INSTRUCTIONS (i) (paragraph revoked); (ii) Section 16.2 does not apply to (A) auditors of a business acquired by your company provided they have not been or will not be appointed as your company's auditor subsequent to the acquisition, and (B) your company's predecessor auditors, if any, for periods when they were not your company's auditor. (iii) Section 16.2 does not apply to registered or beneficial interests, direct or indirect, held through mutual funds.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 124 Item 17 Additional Information
17.1 Additional Information
(1) Disclose that additional information relating to your company may be found on SEDAR at www.sedar.com. (2) If your company is required to distribute a Form 51-102F5 to any of its securityholders, include a statement that additional information, including directors' and officers' remuneration and indebtedness, principal holders of your company's securities and securities authorized for issuance under equity compensation plans, if applicable, is contained in your company's information circular for its most recent annual meeting of securityholders that involved the election of directors. (3) Include a statement that additional financial information is provided in your company's financial statements and MD&A for its most recently completed financial year. INSTRUCTION Your company may also be required to provide additional information in its AIF as set out in Form 52-110F1 Audit Committee Information Required in an AIF. Item 18 Additional Disclosure for Companies Not Sending Information Circulars
18.1 Additional Disclosure
For companies that are not required to send a Form 51-102F5 to any of their securityholders, disclose the information required under Items 6 to 10, 12 and 13 of Form 51-102F5, as modified below, if applicable:
Form 51-102-F5 Reference Modification
Item 6 -Voting Securities and Principal Holders of Voting Securities Include the disclosure specified in section 6.1 without regard to the phrase “entitled to be voted at the meeting”. Do not include the disclosure specified in sections 6.2, 6.3 and 6.4. Include the disclosure specified in section 6.5. Item 7 - Election of Directors Disregard the preamble of section 7.1. Include the disclosure specified in section 7.1 without regard tot the word “proposed” throughout. Do not include the disclosure specified in section 7.3. Item 8 - Executive Compensation Disregard the preamble and paragraphs (a), (b) and (c) of Item 8. A company that does not send a management information circular to its securityholders must provide the disclosure required by Form 51-102F6. Item 9 - Securities Authorized for Issuance under Equity Compensation Plans Disregard subsection 9.1(1). Item 10 - Indebtedness of Directors and Executive Officers Include the disclosure specified throughout; however, replace the phrase “date of the informtion circular” with “date of the AIF” throughout. Disregard paragraph 10.3(a).

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 125 Form 51-102-F5 Reference Modification Item 12 - Appointment of Auditor Name th auditor. If the auditor was first appointed within the last 5 years, state the date when the auditor was first appointed. M.O. 2005-03, Sch. 51-102F2; M.O. 2005-25, s. 3; M.O. 2006-04, s. 39; M.O. 2007-08, s. 7; M.O. 2008-06, s. 9 and 11; M.O. 2008-18, s. 13; M.O. 2010-17, s. 29; M.O. 2011-02, s. 2; M.O. 2012-05, s. 3; M.O. 2013-09, s. 2; M.O. 2015- 07, s. 9.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 126 FORM 51-102F3 MATERIAL CHANGE REPORT
PART 1
GENERAL PROVISIONS
(a) Confidentiality
If this Report is filed on a confidential basis, state in block capitals “CONFIDENTIAL” at the beginning of the Report. (b) Use of “Company” Wherever this Form uses the word “company” the term includes other types of business organizations such as partnerships, trusts and other unincorporated business entities. (c) Numbering and Headings The numbering, headings and ordering of the items included in this Form are guidelines only. Disclosure provided in response to any item need not be repeated elsewhere (d) Defined Terms If a term is used but not defined in this Form, refer to Part 1 of Regulation 51-102 respecting Continuous Disclosure Obligations (chapter V-1.1, r. 24) and to Regulation 14-101 respecting Definitions (chapter V-1.1, r. 3). If a term is used in this Form and is defined in both the securities statute of a local jurisdiction and in Regulation 51-102 respecting Continuous Disclosure Obligations, refer to section 1.4 of Regulation 51-102 respecting Continuous Disclosure Obligations. (e) Plain Language Write the Report so that readers are able to understand it. Consider both the level of detail provided and the language used in the document. Refer to the plain language principles listed in section 1.5 of Policy Statement to Regulation 51-102 respecting Continuous Disclosure Obligations (Decision 2012-PDG-0236, 2012-12-20). If you use technical terms, explain them in a clear and concise manner.
PART 2
CONTENT OF MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
State the full name of your company and the address of its principal office in Canada.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 127 Item 2 Date of Material Change State the date of the material change. Item 3 News Release State the date and method(s) of dissemination of the news release issued under
section 7.1 of Regulation 51-102 respecting Continuous Disclosure Obligations.
Item 4 Summary of Material Change
Provide a brief but accurate summary of the nature and substance of the material change. Item 5 Full Description of Material Change
5.1 Full Description of Material Change
Supplement the summary required under Item 4 with sufficient disclosure to enable a reader to appreciate the significance and impact of the material change without having to refer to other material. Management is in the best position to determine what facts are significant and must disclose those facts in a meaningful manner. See also Item 7. Some examples of significant facts relating to the material change include: dates, parties, terms and conditions, description of any assets, liabilities or capital affected, purpose, financial or dollar values, reasons for the change, and a general comment on the probable impact on the issuer or its subsidiaries. Specific financial forecasts would not normally be required. Other additional disclosure may be appropriate depending on the particular situation.
5.2 Disclosure for Restructuring Transactions
This item applies to a material change report filed in respect of the closing of a restructuring transaction under which securities are to be changed, exchanged, issued or distributed. This item does not apply if, in respect of the transaction, your company sent an information circular to its securityholders or filed a prospectus or a securities exchange takeover bid circular. Include the disclosure for each entity that resulted from the restructuring transaction, if your company has an interest in that entity, required by section 14.2 of Form 51-102F5. You may satisfy the requirement to include this disclosure by incorporating the information by reference to another document.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 128 INSTRUCTIONS (i) If your company is engaged in oil and gas activities, the disclosure under Item 5 must also satisfy the requirements of Part 6 of Regulation 51-101 respecting Standards of Disclosure for Oil and Gas Activities (chapter V-1.1, r. 23). (ii) If you incorporate information by reference to another document, clearly identify the referenced document or any excerpt from it. Unless you have already filed the referenced document or excerpt, you must file it with the material change report. You must also disclose that the document is on SEDAR at www.sedar.com. Item 6 Reliance on subsection 7.1(2) of Regulation 51-102 If this Report is being filed on a confidential basis in reliance on subsection 7.1(2) of Regulation 51-102 respecting Continuous Disclosure Obligations, state the reasons for such reliance. INSTRUCTION Refer to subsections 7.1(5), (6) and (7) of Regulation 51-102 respecting Continuous Disclosure Obligations concerning continuing obligations in respect of reports filed under subsection 7.1(2) of Regulation 51-102 respecting Continuous Disclosure Obligations. Item 7 Omitted Information State whether any information has been omitted on the basis that it is confidential information. In a separate letter to the securities regulatory authority marked “Confidential” provide the reasons for your company's omission of confidential significant facts in the Report in sufficient detail to permit the applicable securities regulatory authority to determine whether to exercise its discretion to allow the omission of these significant facts. INSTRUCTIONS In certain circumstances where a material change has occurred and a Report has been or is about to be filed but subsection 7.1(2) or (5) of Regulation 51-102 respecting Continuous Disclosure Obligations is not or will no longer be relied upon, your company may nevertheless believe one or more significant facts otherwise required to be disclosed in the Report should remain confidential and not be disclosed or not be disclosed in full detail in the Report. Item 8 Executive Officer Give the name and business telephone number of an executive officer of your company who is knowledgeable about the material change and the Report, or the name of an officer through whom such executive officer may be contacted.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 129 Item 9 Date of Report Date the Report. M.O. 2005-03, Sch. 51-102F3; M.O. 2006-04, s. 40; M.O. 2008-10, s. 8; M.O. 2008-18, s. 13.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 130 FORM 51-102F4 BUSINESS ACQUISITION REPORT
PART 1
GENERAL PROVISIONS
(a) Description of Business Acquisition Report Your company must file a Business Acquisition Report after completing a significant acquisition. See Part 8 of Regulation 51-102 respecting Continuous Disclosure Obligations (chapter V-1.1, r. 24). The Business Acquisition Report describes the significant businesses acquired by your company and the effect of the acquisition on your company. (b) Use of “Company” Wherever this Form uses the word “company”, the term includes other types of business organizations such as partnerships, trusts and other unincorporated business entities. (c) Focus on Relevant Information When providing the disclosure required by this Form, focus your discussion on information that is relevant to an investor, analyst or other reader. (d) Incorporating Material By Reference You may incorporate information required by this Form, by reference to another document. Clearly identify the referenced document, or any excerpt of it, that you incorporate into this Report. Unless you have already filed the referenced document or excerpt, including any documents incorporated by reference into the document or excerpt, you must file it with this Report. You must also disclose that the document is on SEDAR at www.sedar.com. (e) Defined Terms If a term is used but not defined in this Form, refer to Part 1 of Regulation 51-102 respecting Continuous Disclosure Obligations and to Regulation 14-101 respecting Definitions (chapter V-1.1, r. 3). If a term is used in this Form and is defined in both the securities statute of a local jurisdiction and in Regulation 51-102 respecting Continuous Disclosure Obligations, refer to section 1.4 of Policy Statement to Regulation 51-102 respecting Continuous Disclosure Obligations (Decision 2012-PDG-0236, 2012-12-20) for further guidance. This Form also uses accounting terms that are defined or used in Canadian GAAP applicable to publicly accountable enterprises. For further guidance, see subsections 1.4(7) and (8) of Policy Statement to Regulation 51-102 respecting Continuous Disclosure Obligations.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 131 (f) Plain Language Write this Report so that readers are able to understand it. Consider both the level of detail provided and the language used in the document. Refer to the plain language principles listed in section 1.5 of Policy Statement to Regulation 51-102 respecting Continuous Disclosure Obligations for further guidance. If you use technical terms, explain them in a clear and concise manner. (g) Numbering and Headings The numbering, headings and ordering of items included in this Form are guidelines only. Disclosure provided in response to any item need not be repeated elsewhere in the Report.
PART 2
CONTENT OF BUSINESS ACQUISITION REPORT
Item 1 Identity of Company
1.1 Name and Address of Company
State the full name of your company and the address of its principal office in Canada.
1.2 Executive Officer
Give the name and business telephone number of an executive officer of your company who is knowledgeable about the significant acquisition and the Report, or the name of an officer through whom such executive officer may be contacted. Item 2 Details of Acquisition
2.1 Nature of Business Acquired
Describe the nature of the business acquired.
2.2 Acquisition Date
State the acquisition date used for accounting purposes.
2.3 Consideration
Disclose the type and amount of consideration, both monetary and non-monetary, paid or payable by your company in connection with the significant acquisition, including contingent consideration. Identify the source of funds used by your company for the acquisition, including a description of any financing associated with the acquisition.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 132
2.4 Effect on Financial Position
Describe any plans or proposals for material changes in your business affairs or the affairs of the acquired business which may have a significant effect on the financial performance and financial position of your company. Examples include any proposal to liquidate the business, to sell, lease or exchange all or a substantial part of its assets, to amalgamate the business with any other business organization or to make any material changes to your business or the business acquired such as changes in corporate structure, management or personnel.
2.5 Prior Valuations
Describe in sufficient detail any valuation opinion obtained within the last 12 months by the acquired business or your company required by securities legislation or a Canadian exchange or market to support the consideration paid by your company or any of its subsidiaries for the business, including the name of the author, the date of the opinion, the business to which the opinion relates, the value attributed to the business and the valuation methodologies used.
2.6 Parties to Transaction
State whether the transaction is with an informed person, associate or affiliate of your company and, if so, the identity and the relationship of the other parties to your company.
2.7 Date of Report
Date the Report.
Item 3 Financial Statements and Other Information Include the financial statements or other information required by Part 8 of Regulation 51-102 respecting Continuous Disclosure Obligations. If applicable, disclose that the auditors have not given their consent to include their audit report in this Report. M.O. 2005-03, Sch. 51-102F4; M.O. 2006-04, s. 41; M.O. 2008-18, s. 13; M.O. 2010-17, s. 30.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 133 FORM 51-102F5 INFORMATION CIRCULAR
PART 1
GENERAL PROVISIONS
(a) Timing of Information
The information required by this Form 51-102F5 must be given as of a specified date not more than 30 days prior to the date you first send the information circular to any securityholder of the company. (b) Use of “Company” Wherever this Form uses the word “company”, the term includes other types of business organizations such as partnerships, trusts and other unincorporated business entities. (c) Incorporating Information by Reference You may incorporate information required to be included in your information circular by reference to another document. Clearly identify the referenced document or any excerpt of it that you incorporate into your information circular. Unless you have already filed the referenced document or excerpt, including any documents incorporated by reference into the document or excerpt, you must file it with your information circular. You must also disclose that the document is on SEDAR at www.sedar.com and that, upon request, you will promptly provide a copy of any such document free of charge to a securityholder of the company. However, you may not incorporate information required to be included in Form 51-102F6 or Form 51-102F6V by reference into your information circular. (d) Defined Terms If a term is used but not defined in this Form, refer to Part 1 of Regulation 51-102 respecting Continuous Disclosure Obligations (chapter V-1.1, r. 24) and to Regulation 14-101 respecting Definitions (chapter V-1.1, r. 3). If a term is used in this Form and is defined in both the securities statute of the local jurisdiction and in Regulation 51-102 respecting Continuous Disclosure Obligations, refer to section 1.4 of Policy Statement to Regulation 51-102 respecting Continuous Disclosure Obligations (Decision 2012-PDG-0236, 2012-12-20) for further guidance. This Form also uses accounting terms that are defined or used in Canadian GAAP applicable to publicly accountable enterprises. For further guidance, see subsections 1.4(7) and (8) of Policy Statement to Regulation 51-102 respecting Continuous Disclosure Obligations.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 134 (e) Plain Language Write this document so that readers are able to understand it. Refer to the plain language principles listed in section 1.5 of Policy Statement to Regulation 51-102 respecting Continuous Disclosure Obligations for further guidance. If you use technical terms, explain them in a clear and concise manner. (f) Numbering and Headings The numbering, headings and ordering of items included in this Form are guidelines only. Disclosure provided in response to any item need not be repeated elsewhere. (g) Tables and Figures Where it is practicable and appropriate, present information in tabular form. State all amounts in figures. (h) Omitting Information You do not need to respond to any item in this Form that is inapplicable. You may also omit information that is not known to the person on whose behalf the solicitation is made and that is not reasonably within the power of the person to obtain, if you briefly state the circumstances that render the information unavailable. You may omit information that was contained in another information circular, notice of meeting or form of proxy sent to the same persons whose proxies were solicited in connection with the same meeting, as long as you clearly identify the particular document containing the information.
PART 2
CONTENT
Item 1 Date
Specify the date of the information circular.
Item 2 Revocability of Proxy
State whether the person giving the proxy has the power to revoke it. If any right of revocation is limited or is subject to compliance with any formal procedure, briefly describe the limitation or procedure. Item 3 Persons Making the Solicitation
3.1 If a solicitation is made by or on behalf of management of the company, state this.
Name any director of the company who has informed management in writing that he or

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 135 she intends to oppose any action intended to be taken by management at the meeting and indicate the action that he or she intends to oppose.
3.2 If a solicitation is made other than by or on behalf of management of the company,
state this and give the name of the person by whom, or on whose behalf, it is made.
3.3 If the solicitation is to be made other than by mail, describe the method to be
employed. If the solicitation is to be made by specially engaged employees or soliciting agents, state, (a) the parties to and material features of any contract or arrangement for the solicitation; and (b) the cost or anticipated cost thereof.
3.4 State who has borne or will bear, directly or indirectly, the cost of soliciting.
Item 4 Proxy Instructions
4.1 The information circular or the form of proxy to which the information circular
relates must indicate in bold-face type that the securityholder has the right to appoint a person to represent the securityholder at the meeting other than the person, if any, designated in the form of proxy and must contain instructions as to the manner in which the securityholder may exercise the right.
4.2 The information circular or the form of proxy to which the information circular
relates must state that the securities represented by the proxy will be voted or withheld from voting in accordance with the instructions of the securityholder on any ballot that may be called for and that, if the securityholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly.
4.3 The information circular must include the following, if applicable:
(a) a statement that the reporting issuer is sending proxy-related materials to registered holders or beneficial owners using notice-and-access, and if stratification will be used, a description of the types of registered holders or beneficial owners who will receive paper copies of the information circular and, if applicable, the documents in paragraph 9.1.1(2)(b); (b) a statement that the reporting issuer is sending proxy-related materials directly to non-objecting beneficial owners under Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer (chapter V-1.1, r. 29); (c) a statement that management of the reporting issuer does not intend to pay for intermediaries to forward to objecting beneficial owners under Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer the proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 136 Intermediary, and that in the case of an objecting beneficial owner, the objecting beneficial owner will not receive the materials unless the objecting beneficial owner’s intermediary assumes the cost of delivery. Item 5 Interest of Certain Persons in Matters to be Acted Upon Briefly describe any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of each of the following persons in any matter to be acted upon other than the election of directors or the appointment of auditors:
(a) if the solicitation is made by or on behalf of management of the company, each person who has been a director or executive officer of the company at any time since the beginning of the company's last financial year; (b) if the solicitation is made other than by or on behalf of management of the company, each person by whom, or on whose behalf, directly or indirectly, the solicitation is made; (c) each proposed nominee for election as a director of the company; and (d) each associate or affiliate of any of the persons listed in paragraphs (a) to (c). INSTRUCTIONS (i) The following persons and companies are deemed to be persons by whom or on whose behalf the solicitation is made (collectively, “solicitors” or individually a “solicitor”):
(A) any member of a committee or group that solicits proxies, and any person whether or not named as a member who, acting alone or with one or more other persons, directly or indirectly takes the initiative or engages in organizing, directing or financing any such committee or group; (B) any person who contributes, or joins with another to contribute, more than $250 to finance the solicitation of proxies; or (C) any person who lends money, provides credit, or enters into any other arrangements, under any contract or understanding with a solicitor, for the purpose of financing or otherwise inducing the purchase, sale, holding or voting of securities of the company but not including a bank or other lending institution or a dealer that, in the ordinary course of business, lends money or executes orders for the purchase or sale of securities. (ii) Subject to paragraph (i), the following persons and companies are deemed not to be solicitors:

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 137 (A) any person retained or employed by a solicitor to solicit proxies or any person who merely transmits proxy-soliciting material or performs ministerial or clerical duties; (B) any person employed or retained by a solicitor in the capacity of lawyer, accountant, or advertising, public relations, investor relations or financial advisor and whose activities are limited to the performance of their duties in the course of the employment or retainer; (C) any person regularly employed as an officer or employee of the company or any of its affiliates; or (D) any officer or director of, or any person regularly employed by, any solicitor. Item 6 Voting Securities and Principal Holders of Voting Securities
6.1 For each class of voting securities of the company entitled to be voted at the
meeting, state the number of securities outstanding and the particulars of voting rights for each class.
6.2 For each class of restricted securities, provide the information required in
subsection 10.1(1) of Regulation 51-102 respecting Continuous Disclosure Obligations.
6.3 Give the record date as of which the securityholders entitled to vote at the meeting
will be determined or particulars as to the closing of the security transfer register, as the case may be, and, if the right to vote is not limited to securityholders of record as of the specified record date, indicate the conditions under which securityholders are entitled to vote.
6.4 If action is to be taken with respect to the election of directors and if the
securityholders or any class of securityholders have the right to elect a specified number of directors or have cumulative or similar voting rights, include a statement of such rights and state briefly the conditions precedent, if any, to the exercise thereof.
6.5 If, to the knowledge of the company’s directors or executive officers, any person
beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the company, name each person and state (a) the approximate number of securities beneficially owned, or controlled or directed, directly or indirectly, by each such person; and (b) the percentage of the class of outstanding voting securities of the company represented by the number of voting securities so owned, controlled or directed, directly or indirectly.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 138 Item 7 Election of Directors
7.1 If directors are to be elected, provide the following information, in tabular form to
the extent practicable, for each person proposed to be nominated for election as a director (a “proposed director”) and each other person whose term of office as a director will continue after the meeting:
(a) State the name, province or state, and country of residence, of each director and proposed director. (b) State the period or periods during which each director has served as a director and when the term of office for each director and proposed director will expire. (c) Identify the members of each committee of the board. (d) State the present principal occupation, business or employment of each director and proposed director. Give the name and principal business of any company in which any such employment is carried on. Furnish similar information as to all of the principal occupations, businesses or employments of each proposed director within the 5 preceding years, unless the proposed director is now a director and was elected to the present term of office by a vote of securityholders at a meeting, the notice of which was accompanied by an information circular. (e) If a director or proposed director has held more than one position in the company, or a parent or subsidiary, state only the first and last position held. (f) State the number of securities of each class of voting securities of the company or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by each proposed director. (g) If securities carrying 10% or more of the voting rights attached to all voting securities of the company or of any of its subsidiaries are beneficially owned, or controlled or directed, directly or indirectly, by any proposed director and the proposed director’s associates or affiliates, (i) state the number of securities of each class of voting securities beneficially owned, or controlled or directed, directly or indirectly, by the associates or affiliates; and (ii) name each associate or affiliate whose security holdings are 10% or more.
7.2 If a proposed director
(a) is, as at the date of the information circular, or has been, within 10 years before the date of the information circular, a director, chief executive officer or chief financial officer of any company (including the company in respect of which the information circular is being prepared) that,

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 139 (i) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer, state the fact and describe the basis on which the order was made and whether the order is still in effect; or (b) is, as at the date of the information circular, or has been within 10 years before the date of the information circular, a director or executive officer of any company (including the company in respect of which the information circular is being prepared) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, state the fact; or (c) has, within the 10 years before the date of the information circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director, state the fact.
7.2.1 Describe the penalties or sanctions imposed and the grounds on which they were
imposed, or the terms of the settlement agreement and the circumstances that gave rise to the settlement agreement, if a proposed director has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.
7.2.2 Despite section 7.2.1, no disclosure is required of a settlement agreement entered
into before December 31, 2000 unless the disclosure would likely be important to a reasonable securityholder in deciding whether to vote for a proposed director. INSTRUCTIONS (i) The disclosure required by sections 7.2 and 7.2.1 also applies to any personal holding companies of the proposed director.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 140 (ii) A management cease trade order which applies to directors or executive officers of a company is an “order” for the purposes of paragraph 7.2(a)(i) and must be disclosed, whether or not the proposed director was named in the order. (iii) A late filing fee, such as a filing fee that applies to the late filing of an insider report, is not a “penalty or sanction” for the purposes of section 7.2.1. (iv) The disclosure in paragraph 7.2(a)(i) only applies if the proposed director was a director, chief executive officer or chief financial officer when the order was issued against the company. You do not have to provide disclosure if the proposed director became a director, chief executive officer or chief financial officer after the order was issued.
7.2.3 For the purposes of subsection 7.2(a), “order” means
(a) a cease trade order;
(b) an order similar to a cease trade order; or (c) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days.
7.3 If any proposed director is to be elected under any arrangement or understanding
between the proposed director and any other person, except the directors and executive officers of the company acting solely in such capacity, name the other person and describe briefly the arrangement or understanding. Item 8 Executive Compensation Despite section 9.3.1 of the Regulation, if you are sending this information circular in connection with a meeting (a) that is an annual general meeting, (b) at which the company’s directors are to be elected, or (c) at which the company’s securityholders will be asked to vote on a matter relating to executive compensation, include a completed Form 51-102F6 or, in the case of a venture issuer, a completed Form 51-102F6 or a completed Form 51-102F6V. Item 9 Securities Authorized for Issuance Under Equity Compensation Plans
9.1 Equity Compensation Plan Information
(1) Provide the information in subsection (2) if you are sending this information circular in connection with a meeting

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 141 (a) that is an annual general meeting, (b) at which the company’s directors are to be elected, or (c) at which the company’s securityholders will be asked to vote on a matter relating to executive compensation or a transaction that involves the company issuing securities. (2) In the tabular form under the caption set out, provide the information specified in
section 9.2 as of the end of the company's most recently completed financial year with
respect to compensation plans under which equity securities of the company are authorized for issuance, aggregated as follows:
(a) all compensation plans previously approved by securityholders; and (b) all compensation plans not previously approved by securityholders. Equity Compensation Plan Information Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Plan Category Equity compensation plans approved by securityholders Equity compensation plans not approved by securityholders Total
9.2 Include in the table the following information as of the end of the company's most
recently completed financial year for each category of compensation plan described in
section 9.1:
(a) the number of securities to be issued upon the exercise of outstanding options, warrants and rights (column (a)); (b) the weighted-average exercise price of the outstanding options, warrants and rights disclosed under subsection 9.2(a) (column (b)); and (c) other than securities to be issued upon the exercise of the outstanding options, warrants and rights disclosed in subsection 9.2(a), the number of securities remaining available for future issuance under the plan (column (c)).

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 142
9.3 For each compensation plan under which equity securities of the company are
authorized for issuance and that was adopted without the approval of securityholders, describe briefly, in narrative form, the material features of the plan. INSTRUCTIONS (i) The disclosure under Item 9 relating to compensation plans must include individual compensation arrangements. (ii) Provide disclosure with respect to any compensation plan of the company (or parent, subsidiary or affiliate of the company) under which equity securities of the company are authorized for issuance to employees or non-employees (such as directors, consultants, advisors, vendors, customers, suppliers or lenders) in exchange for consideration in the form of goods or services. You do not have to provide disclosure regarding any plan, contract or arrangement for the issuance of warrants or rights to all securityholders of the company on a pro rata basis (such as a rights offering). (iii) If more than one class of equity security is issued under the company's compensation plans, disclose aggregate plan information for each class of security separately. (iv) You may aggregate information regarding individual compensation arrangements with the plan information required under subsections 9.1(a) and (b), as applicable. (v) You may aggregate information regarding a compensation plan assumed in connection with a merger, consolidation or other acquisition transaction pursuant to which the company may make subsequent grants or awards of its equity securities with the plan information required under subsections 9.1(a) and (b), as applicable. Disclose on an aggregated basis in a footnote to the table the information required under subsections 9.2(a) and (b) with respect to any individual options, warrants or rights outstanding under the compensation plan assumed in connection with a merger, consolidation or other acquisition transaction. (vi) To the extent that the number of securities remaining available for future issuance disclosed in column (c) includes securities available for future issuance under any compensation plan other than upon the exercise of an option, warrant or right, disclose the number of securities and type of plan separately for each such plan in a footnote to the table. (vii) If the description of a compensation plan set forth in the company's financial statements contains the disclosure required by section 9.3, a cross-reference to the description satisfies the requirements of section 9.3. (viii) If an equity compensation plan contains a formula for calculating the number of securities available for issuance under the plan, including, without limitation, a formula that automatically increases the number of securities available for issuance by a percentage of the number of outstanding securities of the company, describe this formula in a footnote to the table.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 143 Item 10 Indebtedness of Directors and Executive Officers
10.1 Aggregate Indebtedness
AGGREGATE INDEBTEDNESS ($)
Purpose
(a)
To the Company or its Subsidiaries
(b)
To Another Entity
(c)
Share purchases
Other
(1) Complete the above table for the aggregate indebtedness outstanding as at a date within 30 days before the date of the information circular entered into in connection with:
(a) a purchase of securities; and
(b) all other indebtedness.
(2) Report separately the indebtedness to
(a) the company or any of its subsidiaries (column (b)); and (b) another entity if the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the company or any of its subsidiaries (column (c)), of all executive officers, directors, employees and former executive officers, directors and employees of the company or any of its subsidiaries. (3) “Support agreement” includes, but is not limited to, an agreement to provide assistance in the maintenance or servicing of any indebtedness and an agreement to provide compensation for the purpose of maintaining or servicing any indebtedness of the borrower.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 144
10.2 Indebtedness of Directors and Executive Officers under (1) Securities
Purchase and (2) Other Programs
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER (1) SECURITIES PURCHASE AND (2) OTHER PROGRAMS Name and Principal Position (a) Involvement of Company or Subsidiary (b) Largest Amount Outstanding During [Most Recently Completed Financial Year] ($) (c) Amount Outstanding as at [Date within 30 days] ($) (d) Financially Assisted Securities Purchases During [Most Recently Completed Financial Year] (#) (e) Security for Indebtedness (f) Amount Forgiven During [Most Recently Completed Financial Year] ($) (g) Securities Purchase Programs Other Programs (1) Complete the above table for each individual who is, or at any time during the most recently completed financial year was, a director or executive officer of the company, each proposed nominee for election as a director of the company, and each associate of any such director, executive officer or proposed nominee, (a) who is, or at any time since the beginning of the most recently completed financial year of the company has been, indebted to the company or any of its subsidiaries, or (b) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the company or any of its subsidiaries, and separately disclose the indebtedness for security purchase programs and all other programs. (2) Note the following:
Column (a) - disclose the name and principal position of the borrower. If the borrower was, during the most recently completed financial year, but no longer is a director or executive officer, state that fact. If the borrower is a proposed nominee for election as a director, state that fact. If the borrower is included as an associate, describe briefly the relationship of the borrower to an individual who is or, during the financial year, was a director or executive officer or who is a proposed nominee for election as a director,

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 145 name that individual and provide the information required by this subparagraph for that individual. Column (b) - disclose whether the company or a subsidiary of the company is the lender or the provider of a guarantee, support agreement, letter of credit or similar arrangement or understanding. Column (c) - disclose the largest aggregate amount of the indebtedness outstanding at any time during the most recently completed financial year. Column (d) - disclose the aggregate amount of indebtedness outstanding as at a date within 30 days before the date of the information circular. Column (e) - disclose separately for each class or series of securities, the sum of the number of securities purchased during the most recently completed financial year with the financial assistance (security purchase programs only). Column (f) - disclose the security for the indebtedness, if any, provided to the company, any of its subsidiaries or the other entity (security purchase programs only). Column (g) - disclose the total amount of indebtedness that was forgiven at any time during the most recently completed financial year. (3) Supplement the above table with a summary discussion of (a) the material terms of each incidence of indebtedness and, if applicable, of each guarantee, support agreement, letter of credit or other similar arrangement or understanding, including (i) the nature of the transaction in which the indebtedness was incurred; (ii) the rate of interest; (iii) the term to maturity; (iv) any understanding, agreement or intention to limit recourse; and (v) any security for the indebtedness; (b) any material adjustment or amendment made during the most recently completed financial year to the terms of the indebtedness and, if applicable, the guarantee, support agreement, letter of credit or similar arrangement or understanding. Forgiveness of indebtedness reported in column (g) of the above table should be explained; and (c) the class or series of the securities purchased with financial assistance or held as security for the indebtedness and, if the class or series of securities is not publicly

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 146 traded, all material terms of the securities, including the provisions for exchange, conversion, exercise, redemption, retraction and dividends.
10.3 You do not need to disclose information required by this Item
(a) if you are not sending this information circular in connection with a meeting (i) that is an annual general meeting, (ii) at which the company’s directors are to be elected, or (iii) at which the company’s securityholders will be asked to vote on a matter relating to executive compensation, (b) for any indebtedness that has been entirely repaid on or before the date of the information circular, or (c) for routine indebtedness. “Routine indebtedness” means indebtedness described in any of the following clauses:
(i) If the company or its subsidiary makes loans to employees generally, (A) the loans are made on terms no more favourable than the terms on which loans are made by the company or its subsidiary to employees generally, and (B) the amount, at any time during the last completed financial year, remaining unpaid under the loans to the director, executive officer or proposed nominee, together with his or her associates, does not exceed $50,000. (ii) A loan to a person who is a full-time employee of the company, (A) that is fully secured against the residence of the borrower, and (B) the amount of which in total does not exceed the annual salary of the borrower. (iii) If the company or its subsidiary makes loans in the ordinary course of business, a loan made to a person other than a full-time employee of the company (A) on substantially the same terms, including those as to interest rate and security, as are available when a loan is made to other customers of the company or its subsidiary with comparable credit, and (B) with no more than the usual risks of collectibility.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 147 (iv) A loan arising by reason of purchases made on usual trade terms or of ordinary travel or expense advances, or for similar reasons, if the repayment arrangements are in accord with usual commercial practice. Item 11 Interest of Informed Persons in Material Transactions Describe briefly and, where practicable, state the approximate amount of any material interest, direct or indirect, of any informed person of the company, any proposed director of the company, or any associate or affiliate of any informed person or proposed director, in any transaction since the commencement of the company's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the company or any of its subsidiaries. INSTRUCTIONS:
(i) Briefly describe the material transaction. State the name and address of each person whose interest in any transaction is described and the nature of the relationship giving rise to the interest. (ii) For any transaction involving the purchase or sale of assets by or to the company or any subsidiary, other than in the ordinary course of business, state the cost of the assets to the purchaser and the cost of the assets to the seller, if acquired by the seller within 2 years prior to the transaction. (iii) This Item does not apply to any interest arising from the ownership of securities of the company where the securityholder receives no extra or special benefit or advantage not shared on a proportionate basis by all holders of the same class of securities or by all holders of the same class of securities who are resident in Canada. (iv) Include information as to any material underwriting discounts or commissions upon the sale of securities by the company where any of the specified persons was or is to be an underwriter in a contractual relationship with the company with respect to securities or is an associate or affiliate of a person that was or is to be such an underwriter. (v) You do not need to disclose the information required by this Item for any transaction or any interest in that transaction if (A) the rates or charges involved in the transaction are fixed by law or determined by competitive bids, (B) the interest of the specified person in the transaction is solely that of director of another company that is a party to the transaction, (C) the transaction involves services as a bank or other depositary of funds, transfer agent, registrar, trustee under a trust indenture or other similar services, or (D) the transaction does not directly or indirectly, involve remuneration for services, and

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 148 (I) the interest of the specified person arose from the beneficial ownership, direct or indirect, of less than 10% of any class of voting securities of another company that is a party to the transaction, (II) the transaction is in the ordinary course of business of the company or its subsidiaries, and (III) the amount of the transaction or series of transactions is less than 10% of the total sales or purchases, as the case may be, of the company and its subsidiaries for the most recently completed financial year. (vi) Provide information for transactions not excluded above which involve remuneration, directly or indirectly, to any of the specified persons for services in any capacity unless the interest of the person arises solely from the beneficial ownership, direct or indirect, of less than 10% of any class of voting securities of another company furnishing the services to the company or its subsidiaries. Item 12 Appointment of Auditor Name the auditor of the company. If the auditor was first appointed within the last 5 years, state the date when the auditor was first appointed. If action is to be taken to replace an auditor, provide the information required under
section 4.11 of Regulation 51-102 respecting Continuous Disclosure Obligations.
Item 13 Management Contracts
If management functions of the company or any of its subsidiaries are to any substantial degree performed other than by the directors or executive officers of the company or subsidiary, (a) give details of the agreement or arrangement under which the management functions are performed, including the name and address of any person who is a party to the agreement or arrangement or who is responsible for performing the management functions; (b) give the names and provinces of residence of any person that was, during the most recently completed financial year, an informed person of any person with which the company or subsidiary has any such agreement or arrangement and, if the following information is known to the directors or executive officers of the company, give the names and provinces of residence of any person that would be an informed person of any person with which the company or subsidiary has any such agreement or arrangement if the person were an issuer; (c) for any person named under paragraph (a) state the amounts paid or payable by the company and its subsidiaries to the person since the commencement of the most recently completed financial year and give particulars; and

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 149 (d) for any person named under paragraph (a) or (b) and their associates or affiliates, give particulars of, (i) any indebtedness of the person, company, associate or affiliate to the company or its subsidiaries that was outstanding, and (ii) any transaction or arrangement of the person, company, associate or affiliate with the company or subsidiary, at any time since the start of the company's most recently completed financial year. INSTRUCTIONS:
(i) Do not refer to any matter that is relatively insignificant.
(ii) In giving particulars of indebtedness, state the largest aggregate amount of indebtedness outstanding at any time during the period, the nature of the indebtedness and of the transaction in which it was incurred, the amount of the indebtedness presently outstanding and the rate of interest paid or charged on the indebtedness. (iii) Do not include as indebtedness amounts due from the particular person for purchases subject to usual trade terms, for ordinary travel and expense advances and for other similar transactions. Item 14 Particulars of Matters to be Acted Upon
14.1 If action is to be taken on any matter to be submitted to the meeting of
securityholders other than the approval of annual financial statements, briefly describe the substance of the matter, or related groups of matters, except to the extent described under the foregoing items, in sufficient detail to enable reasonable securityholders to form a reasoned judgment concerning the matter. Without limiting the generality of the foregoing, such matters include alterations of share capital, charter amendments, property acquisitions or dispositions, reverse takeovers, amalgamations, mergers, arrangements or reorganizations and other similar transactions.
14.2 If the action to be taken is in respect of a significant acquisition as determined
under Part 8 of Regulation 51-102 under which securities of the acquired business are being exchanged for the company’s securities, or in respect of a restructuring transaction under which securities are to be changed, exchanged, issued or distributed, include disclosure for (a) the company, if the company has not filed all documents required under Regulation 51-102 respecting Continuous Disclosure Obligations, (b) the business being acquired, if the matter is a significant acquisition,

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 150 (c) each entity, other than the company, whose securities are being changed, exchanged, issued or distributed, if (i) the matter is a restructuring transaction, and (ii) the company’s current securityholders will have an interest in that entity after the restructuring transaction is completed, and (d) each entity that would result from the significant acquisition or restructuring transaction, if the company’s securityholders will have an interest in that entity after the significant acquisition or restructuring transaction is completed. The disclosure for the company, business or entity must be the disclosure (including financial statements) prescribed under securities legislation and described in the form of prospectus that the company, business or entity, respectively, would be eligible to use immediately prior to the sending and filing of the information circular in respect of the significant acquisition or restructuring transaction, for a distribution of securities in the jurisdiction.
14.3 If the matter is one that is not required to be submitted to a vote of securityholders,
state the reasons for submitting it to securityholders and state what action management intends to take in the event of a negative vote by the securityholders.
14.4 Section 14.2 does not apply to an information circular that is sent to holders of
voting securities of a reporting issuer soliciting proxies otherwise than on behalf of management of the reporting issuer (a “dissident circular”), unless the sender of the dissident circular is proposing a significant acquisition or restructuring transaction involving the reporting issuer and the sender, under which securities of the sender, or an affiliate of the sender, are to be distributed or transferred to securityholders of the reporting issuer. However, a sender of a dissident circular shall include in the dissident circular the disclosure required by section 14.2 if the sender of the dissident circular is proposing a significant acquisition or restructuring transaction under which securities of the sender or securities of an affiliate of the sender are to be changed, exchanged, issued or distributed.
14.5 A company satisfies section 14.2 if it prepares an information circular in connection
with a Qualifying Transaction, for a company that is a CPC, or in connection with a Reverse Take-Over (as Qualifying Transaction, CPC and Reverse Take-Over are defined in the TSX Venture Exchange policies) provided that the company complies with the policies and requirements of the TSX Venture Exchange in respect of that Qualifying Transaction or Reverse Take-Over. INSTRUCTION For the purposes of section 14.2, a securityholder will not be considered to have an interest in an entity after an acquisition or restructuring transaction is completed if the securityholder will only hold a redeemable security that is immediately redeemed for cash.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 151 Item 15 Restricted Securities
15.1 If the action to be taken involves a transaction that would have the effect of
converting or subdividing, in whole or in part, existing securities into restricted securities, or creating new restricted securities, the information circular must also include, as part of the minimum disclosure required, a detailed description of:
(a) the voting rights attached to the restricted securities that are the subject of the transaction or that will result from the transaction either directly or following a conversion, exchange or exercise, and the voting rights, if any, attached to the securities of any other class of securities of the company that are the same or greater on a per security basis than those attached to the restricted securities that are the subject of the transaction or that will result from the transaction either directly or following a conversion, exchange or exercise; (b) the percentage of the aggregate voting rights attached to the company's securities that are represented by the class of restricted securities; (c) any significant provisions under applicable corporate and securities law, in particular whether the restricted securities may or may not be tendered in any takeover bid for securities of the reporting issuer having voting rights superior to those attached to the restricted securities, that do not apply to the holders of the restricted securities that are the subject of the transaction or that will result from the transaction either directly or following a conversion, exchange or exercise, but do apply to the holders of another class of equity securities, and the extent of any rights provided in the constating documents or otherwise for the protection of holders of the restricted securities; and (d) any rights under applicable corporate law, in the constating documents or otherwise, of holders of restricted securities that are the subject of the transaction either directly or following a conversion, exchange or exercise, to attend, in person or by proxy, meetings of holders of equity securities of the company and to speak at the meetings to the same extent that holders of equity securities are entitled.
15.2 If holders of restricted securities do not have all of the rights referred to in
section 15.1, the detailed description referred to in section 15.1 must include, in bold-face
type, a statement of the rights the holders do not have.
Item 16 Additional Information
16.1 Disclose that additional information relating to the company is on SEDAR at
www.sedar.com. Disclose how securityholders may contact the company to request copies of the company's financial statements and MD&A.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 152
16.2 Include a statement that financial information is provided in the company's
comparative annual financial statements and MD&A for its most recently completed financial year. M.O. 2005-03, Sch. 51-102F5; M.O. 2006-04, s. 42; M.O. 2007-08, s. 8; M.O. 2008-06, s. 10 and 11; M.O. 2008-18, s. 10 and 13; M.O. 2010-17, s. 31; M.O. 2013-01, s. 7; M.O. 2015-07, s. 10.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 153 FORM 51-102F6 STATEMENT OF EXECUTIVE COMPENSATION (in respect of financial years ending on or after December 31, 2008) ITEM 1 GENERAL PROVISIONS
1.1 Objective
All direct and indirect compensation provided to certain executive officers and directors for, or in connection with, services they have provided to the company or a subsidiary of the company must be disclosed in this form. The objective of this disclosure is to communicate the compensation the company paid, made payable, awarded, granted, gave or otherwise provided to each NEO and director for the financial year, and the decision-making process relating to compensation. This disclosure will provide insight into executive compensation as a key aspect of the overall stewardship and governance of the company and will help investors understand how decisions about executive compensation are made. A company’s executive compensation disclosure under this form must satisfy this objective and subsections 9.3.1(1) or 11.6(1) of the Regulation.
1.2 Definitions
If a term is used in this form but is not defined in this section, refer to subsection 1.1(1) of the Regulation or to Regulation 14-101 respecting Definitions (chapter V-1.1, r. 3). In this form, “CEO” means an individual who acted as chief executive officer of the company, or acted in a similar capacity, for any part of the most recently completed financial year; “CFO” means an individual who acted as chief financial officer of the company, or acted in a similar capacity, for any part of the most recently completed financial year; “closing market price” means the price at which the company’s security was last sold, on the applicable date, (a) in the security’s principal marketplace in Canada, or (b) if the security is not listed or quoted on a marketplace in Canada, in the security’s principal marketplace; “company” includes other types of business organizations such as partnerships, trusts and other unincorporated business entities;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 154 “equity incentive plan” means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of IFRS 2 Share-based Payment; “external management company” includes a subsidiary, affiliate or associate of the external management company; “grant date” means a date determined for financial statement reporting purposes under IFRS 2 Share-based Payment; “incentive plan” means any plan providing compensation that depends on achieving certain performance goals, or similar conditions within a specified period; “incentive plan award” means compensation awarded, earned, paid, or payable under an incentive plan; “NEO” or “named executive officer” means each of the following individuals:
(a) a CEO;
(b) a CFO;
(c) each of the 3 most highly compensated executive officers of the company, including any of its subsidiaries, or the 3 most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6), for that financial year; and (d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the company or its subsidiaries, nor acting in a similar capacity, at the end of that financial year; “non-equity incentive plan” means an incentive plan or portion of an incentive plan that is not an equity incentive plan; “option-based award” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features; “plan” includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, securities, similar instruments or any other property may be received, whether for one or more persons; “replacement grant” means an option that a reasonable person would consider to be granted in relation to a prior or potential cancellation of an option;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 155 “repricing” means, in relation to an option, adjusting or amending the exercise or base price of the option, but excludes any adjustment or amendment that equally affects all holders of the class of securities underlying the option and occurs through the operation of a formula or mechanism in, or applicable to, the option; “share-based award” means an award under an equity incentive plan of equity￾based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units and stock.
1.3 Preparing the form
(1) All compensation to be included
(a) When completing this form, the company must disclose all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the company, or a subsidiary of the company, to each NEO and director, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable awarded, granted, given, or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the company or a subsidiary of the company. (b) Despite paragraph (a), in respect of the Canada Pension Plan, similar government plans, and group life, health, hospitalization, medical reimbursement and relocation plans that do not discriminate in scope, terms or operation and are generally available to all salaried employees, the company is not required to disclose as compensation (i) any contributions or premiums paid or payable by the company on behalf of an NEO, or of a director, under these plans, and (ii) any cash, securities, similar instruments or any other property received by an NEO, or by a director, under these plans. (c) For greater certainty, the plans described in paragraph (b) include plans that provide for such benefits after retirement. (d) If an item of compensation is not specifically mentioned or described in this form, it is to be disclosed in column (h) (“All other compensation”) of the summary compensation table in section 3.1. (2) Departures from format (a) Although the required disclosure must be made in accordance with this form, the disclosure may

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 156 (i) omit a table, column of a table, or other prescribed information, if it does not apply, and (ii) add a table, column, or other information if (A) necessary to satisfy the objective in section 1.1, and (B) to a reasonable person, the table, column, or other information does not detract from the prescribed information in the summary compensation table in section 3.1. (b) Despite paragraph (a), a company must not add a column in the summary compensation table in section 3.1. (3) Information for full financial year If an NEO acted in that capacity for the company during part of the financial year for which disclosure is required in the summary compensation table, provide details of all of the compensation that the NEO received from the company for that financial year. This includes compensation the NEO earned in any other position with the company during the financial year. Do not annualize compensation in a table for any part of a year when an NEO was not in the service of the company. Annualized compensation may be disclosed in a footnote. (4) External management companies (a) If one or more individuals acting as an NEO of the company are not employees of the company, disclose the names of those individuals. (b) If an external management company employs or retains one or more individuals acting as NEOs or directors of the company and the company has entered into an understanding, arrangement or agreement with the external management company to provide executive management services to the company directly or indirectly, disclose any compensation that:
(i) the company paid directly to an individual employed, or retained by the external management company, who is acting as an NEO or director of the company; and (ii) the external management company paid to the individual that is attributable to the services they provided to the company directly or indirectly. (c) If an external management company provides the company’s executive management services and also provides executive management services to another company, disclose the entire compensation the external management company paid to

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 157 the individual acting as an NEO or director, or acting in a similar capacity, in connection with services the external management company provided to the company, or the parent or a subsidiary of the company. If the management company allocates the compensation paid to an NEO or director, disclose the basis or methodology used to allocate this compensation. Commentary An NEO may be employed by an external management company and provide services to the company under an understanding, arrangement or agreement. In this case, references in this form to the CEO or CFO are references to the individuals who performed similar functions to that of the CEO or CFO. They are generally the same individuals who signed and filed annual and interim certificates to comply with Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings (chapter V-1.1, r. 27). (5) Director and NEO compensation Disclose any compensation awarded to, earned by, paid to, or payable to each director and NEO, in any capacity with respect to the company. Compensation to directors and NEOs must include all compensation from the company and its subsidiaries. Disclose any compensation awarded to, earned by, paid to, or payable to, an NEO, or director, in any capacity with respect to the company, by another person or company. (6) Determining if an individual is an NEO For the purpose of calculating total compensation awarded to, earned by, paid to, or payable to an individual under paragraph (c) of the definition of NEO, (a) use the total compensation that would be reported under column (i) of the summary compensation table required by section 3.1 for each executive officer, as if that executive officer were an NEO for the company’s most recently completed financial year, and (b) exclude from the calculation, (i) any compensation that would be reported under column (g) of the summary compensation table required by section 3.1, (ii) any incremental payments, payables, and benefits to an executive officer that are triggered by, or result from, a scenario listed in section 6.1 that occurred during the most recently completed financial year, and (iii) any cash compensation that relates to foreign assignments that is specifically intended to offset the impact of a higher cost of living in the foreign location, and is not otherwise related to the duties the executive officer performs for the company.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 158 Commentary The $150,000 threshold in paragraph (c) of the definition of NEO only applies when determining who is an NEO in a company’s most recently completed financial year. If an individual is an NEO in the most recently completed financial year, disclosure of compensation in prior years must be provided if otherwise required by this form even if total compensation in a prior year is less than $150,000 in that year. (7) Compensation to associates Disclose any awards, earnings, payments, or payables to an associate of an NEO, or of a director, as a result of compensation awarded to, earned by, paid to, or payable to the NEO or the director, in any capacity with respect to the company. (8) New reporting issuers (a) Disclose information in the summary compensation table for the 3 most recently completed financial years since the company became a reporting issuer. (b) Despite paragraph (a), do not provide information for a completed financial year if the company was not a reporting issuer for any part of that financial year, unless the company became a reporting issuer as a result of a restructuring transaction. (c) If the company was not a reporting issuer at any time during the most recently completed financial year and the company is completing the form because it is preparing a prospectus, discuss all significant elements of the compensation to be awarded to, earned by, paid to, or payable to NEOs of the company once it becomes a reporting issuer, to the extent this compensation has been determined. Commentary

1. Unless otherwise specified, information required to be disclosed under this form
   may be prepared in accordance with the accounting principles the company uses to prepare its financial statements, as permitted by Regulation 52-107 respecting Acceptable Accounting Principles and Auditing Standards (chapter V-1.1, r. 25).
2. The definition of “director” under securities legislation includes an individual who
   acts in a capacity similar to that of a director.
   (9) Currencies
   Companies must report amounts required by this form in Canadian dollars or in the same currency that the company uses for its financial statements. A company must use the same currency in the tables in sections 3.1, 4.1, 4.2, 5.1, 5.2 and 7.1 of this form. If compensation awarded to, earned by, paid to, or payable to an NEO was in a currency other than the currency reported in the prescribed tables of this form, state the currency in which compensation was awarded, earned, paid, or payable, disclose the

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 159 currency exchange rate and describe the methodology used to translate the compensation into Canadian dollars or the currency that the company uses in its financial statements. (10) Plain language Information required to be disclosed under this form must be clear, concise, and presented in such a way that it provides a reasonable person an understanding of, (a) how decisions about NEO and director compensation are made; and (b) how specific NEO and director compensation relates to the overall stewardship and governance of the company. Commentary Refer to the plain language principles listed in section 1.5 of Policy Statement to Regulation 51-102 respecting Continuous Disclosure Obligations (Decision 2012-PDG-0223, 2006-12-12) for further guidance. ITEM 2 COMPENSATION DISCUSSION AND ANALYSIS
2.1 Compensation discussion and analysis
(1) Describe and explain all significant elements of compensation awarded to, earned by, paid to, or payable to NEOs for the most recently completed financial year. Include the following:
(a) the objectives of any compensation program or strategy; (b) what the compensation program is designed to reward; (c) each element of compensation; (d) why the company chooses to pay each element; (e) how the company determines the amount (and, where applicable, the formula) for each element; and (f) how each element of compensation and the company’s decisions about that element fit into the company’s overall compensation objectives and affect decisions about other elements. (2) If applicable, describe any new actions, decisions or policies that were made after the end of the most recently completed financial year that could affect a reasonable person’s understanding of an NEO’s compensation for the most recently completed financial year.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 160 (3) If applicable, clearly state the benchmark and explain its components, including the companies included in the benchmark group and the selection criteria. (4) If applicable, disclose performance goals or similar conditions that are based on objective, identifiable measures, such as the company’s share price or earnings per share. If performance goals or similar conditions are subjective, the company may describe the performance goal or similar condition without providing specific measures. If the company discloses performance goals or similar conditions that are non￾GAAP financial measures, explain how the company calculates these performance goals or similar conditions from its financial statements. Exemption The company is not required to disclose performance goals or similar conditions in respect of specific quantitative or qualitative performance-related factors if a reasonable person would consider that disclosing them would seriously prejudice the company’s interests. For the purposes of this exemption, a company’s interest’s are not considered to be seriously prejudiced solely by disclosing performance goals or similar conditions if those goals or conditions are based on broad corporate-level financial performance metrics which include earnings per share, revenue growth, and earnings before interest, taxes, depreciation and amortization. This exemption does not apply if it has publicly disclosed the performance goals or similar conditions. If the company is relying on this exemption, state this fact and explain why disclosing the performance goals or similar conditions would seriously prejudice the company’s interests. If the company does not disclose specific performance goals or similar conditions, state what percentage of the NEO’s total compensation relates to this undisclosed information and how difficult it could be for the NEO, or how likely it will be for the company, to achieve the undisclosed performance goal or similar condition. (5) Disclose whether or not the board of directors, or a committee of the board, considered the implications of the risks associated with the company’s compensation policies and practices. If the implications were considered, disclose the following:
(a) the extent and nature of the board of directors’ or committee’ role in the risk oversight of the company’s compensation policies and practices; (b) any practices the company uses to identify and mitigate compensation policies and practices that could encourage an NEO or individual at a principal business unit or division to take inappropriate or excessive risks;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 161 (c) any identified risks arising from the company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the company. (6) Disclose whether or not an NEO or director is permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director. Commentary

1. The information disclosed under section 2.1 will depend on the facts. Provide
   enough analysis to allow a reasonable person to understand the disclosure elsewhere in this form. Describe the significant principles underlying policies and explain the decisions relating to compensation provided to an NEO. Disclosure that merely describes the process for determining compensation or compensation already awarded, earned, paid, or payable is not adequate. The information contained in this section should give readers a sense of how compensation is tied to the NEO’s performance. Avoid boilerplate language.
2. If the company’s process for determining executive compensation is very simple,
   for example, the company relies solely on board discussion without any formal objectives, criteria and analysis, then make this clear in the discussion.
3. If the company used any benchmarking in determining compensation or any
   element of compensation, include the benchmark group and describe why the benchmark group and selection criteria are considered by the company to be relevant.
4. The following are examples of items that will usually be significant elements of
   disclosure concerning compensation:

• contractual or non-contractual arrangements, plans, process changes or
  any other matters that might cause the amounts disclosed for the most recently completed financial year to be misleading if used as an indicator of expected compensation levels in future periods;
• the process for determining perquisites and personal benefits;
• policies and decisions about the adjustment or recovery of awards,
  earnings, payments, or payables if the performance goal or similar condition on which they are based are restated or adjusted to reduce the award, earning, payment, or payable;
• the basis for selecting events that trigger payment for any arrangement that
  provides for payment at, following or in connection with any termination or change of control;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 162

• any waiver or change to any specified performance goal or similar condition
  to payout for any amount, including whether the waiver or change applied to one or more specified NEOs or to all compensation subject to the performance goal or similar condition;
• whether the board of directors can exercise a discretion, either to award
  compensation absent attainment of the relevant performance goal or similar condition or to reduce or increase the size of any award or payout, including if they exercised discretion and whether it applied to one or more named executive officers;
• whether the company will be making any significant changes to its
  compensation policies and practices in the next financial year;
• the role of executive officers in determining executive compensation; and
• performance goals or similar conditions in respect of specific quantitative or
  qualitative performance-related factors for NEOs.

5. The following are examples of situations that could potentially encourage an
   executive officer to expose the company to inappropriate or excessive risks:

• compensation policies and practices at a principal business unit of the
  company or a subsidiary of the company that are structured significantly differently than others within the company;
• compensation policies and practices for certain executive officers that are
  structured significantly differently than other executive officers within the company;
• compensation policies and practices that do not include effective risk
  management and regulatory compliance as part of the performance metrics used in determining compensation;
• compensation policies and practices where the compensation expense to
  executive officers is a significant percentage of the company’s revenue;
• compensation policies and practices that vary significantly from the overall
  compensation structure of the company;
• compensation policies and practices where incentive plan awards are
  awarded upon accomplishment of a task while the risk to the company from that task extends over a significantly longer period of time;
• compensation policies and practices that contain performance goals or
  similar conditions that are heavily weighed to short-term rather than long-term objectives;
• incentive plan awards that do not provide a maximum benefit or payout limit
  to executive officers.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 163 The examples above are not exhaustive and the situations to consider will vary depending upon the nature of the company’s business and the company’s compensation policies and practices.
2.2 Performance graph
(a) This section does not apply to
(i) venture issuers,
(ii) companies that have distributed only debt securities or non￾convertible, non-participating preferred securities to the public, and (iii) companies that were not reporting issuers in any jurisdiction in Canada for at least 12 calendar months before the end of their most recently completed financial year, other than companies that became new reporting issuers as a result of a restructuring transaction. (b) Provide a line graph showing the company’s cumulative total shareholder return over the 5 most recently completed financial years. Assume that $100 was invested on the first day of the 5-year period. If the company has been a reporting issuer for less than 5 years, use the period that the company has been a reporting issuer. Compare this to the cumulative total return of at least one broad equity market index that, to a reasonable person, would be an appropriate reference point for the company’s return. If the company is included in the S&P/TSX Composite Total Return Index, use that index. In all cases, assume that dividends are reinvested. Discuss how the trend shown by this graph compares to the trend in the company’s compensation to executive officers reported under this form over the same period. Commentary For section 2.2, companies may also include other relevant performance goals or similar conditions.
2.3 Share-based and option-based awards
Describe the process the company uses to grant share-based or option-based awards to executive officers. Include the role of the compensation committee and executive officers in setting or amending any equity incentive plan under which a share￾based or option-based award is granted. State whether previous grants are taken into account when considering new grants.

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2.4 Compensation governance
(1) Describe any policies and practices adopted by the board of directors to determine the compensation for the company’s directors and executive officers. (2) If the company has established a compensation committee (a) disclose the name of each committee member and, in respect of each member, state whether or not the member is independent or not independent; (b) disclose whether or not one or more of the committee members has any direct experience that is relevant to his or her responsibilities in executive compensation; (c) describe the skills and experience that enable the committee to make decisions on the suitability of the company’s compensation policies and practices; and (d) describe the responsibilities, powers and operation of the committee. (3) If a compensation consultant or advisor has, at any time since the company’s most recently completed financial year, been retained to assist the board of directors or the compensation committee in determining compensation for any of the company’s directors or executive officers (a) state the name of the consultant or advisor and a summary of the mandate the consultant or advisor has been given; (b) disclose when the consultant or advisor was originally retained; and (c) if the consultant or advisor has provided any services to the company, or to its affiliated or subsidiary entities, or to any of its directors or members of management, other than or in addition to compensation services provided for any of the company’s directors or executive officers, (i) state this fact and briefly describe the nature of the work, (ii) disclose whether the board of directors or compensation committee must pre-approve other services the consultant or advisor, or any of its affiliates, provides to the company at the request of management, and (d) For each of the two most recently completed financial year, disclose, (i) under the caption “Executive Compensation-Related Fees”, the aggregate fees billed by each consultant or advisor, or any of its affiliates, for services related to determining compensation for any of the company’s directors and executive officers, and (ii) under the caption “All Other Fees”, the aggregate fees billed for all other services provided by each consultant or advisor, or any of its affiliates, that are not

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 165 reported under subparagraph (i) and include a description of the nature of the services comprising the fees disclosed under this category. Commentary For section 2.4, a director is independent if he or she would be independent within the meaning of section 1.4 of Regulation 52-110 respecting Audit Committees (chapter V￾1.1, r. 28). ITEM 3 SUMMARY COMPENSATION TABLE
3.1 Summary compensation table
Despite paragraph 1.3(8)(a), for each NEO in the most recently completed financial year, complete this table for each of the company’s 3 most recently completed financial years that end on or after December 31, 2008. Name and principal position (a) Year (b) Salary ($) (c) Share￾based awards ($) (d) Option￾based awards ($) (e) Non-equity incentive plan compensation ($) (f) Pension value ($) (g) All other compensation ($) (h) Total compensation ($) Annual (i) incentive plans (f1) Long￾term incentive plans (f2) CEO ____ ____ CFO ____ ____ A ____ ____ B ____ ____ C ____ ____ Commentary Under subsection (1), a company is not required to disclose comparative period disclosure in accordance with the requirements of either Form 51-102F6, which came into force on March 30, 2004, as amended, or this form, in respect of a financial year ending before December 31, 2008. (2) In column (c), include the dollar value of cash and non-cash base salary an NEO earned during a financial year covered in the table (a covered financial year). If the

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 166 company cannot calculate the amount of salary earned in a financial year, disclose this in a footnote, along with the reason why it cannot be determined. Restate the salary figure the next time the company prepares this form, and explain what portion of the restated
figure represents an amount that the company could not previously calculate.
(3) In column (d), disclose the dollar amount based on the fair value of the award on the grant date for a covered financial year. (4) In column (e), disclose the dollar amount based on the fair value of the award on the grant date for a covered financial year. Include option-based awards both with or without tandem share appreciation rights. (5) For an award disclosed in column (d) or (e), in a narrative after the table, (a) describe the methodology used to calculate the fair value of the award on the grant date, disclose the key assumptions and estimates used for each calculation, and explain why the company chose that methodology, and (b) if the fair value of the award on the grant date is different from the fair value determined in accordance with IFRS 2 Share-based Payment (accounting fair value), state the amount of the difference and explain the reasons for the difference. Commentary

1. This commentary applies to subsections (3), (4) and (5).
2. The value disclosed in columns (d) and (e) of the summary compensation table
   should reflect what the company paid, made payable, awarded, granted, gave or otherwise provided as compensation on the grant date (fair value of the award) as set out in comment 3, below. This value might differ from the value reported in the issuer's financial statements.
3. While compensation practices vary, there are generally 2 approaches that boards
   of directors use when setting compensation. A board of directors may decide the value in securities of the company to be awarded or paid as compensation. Alternatively, a board of directors may decide the portion of the potential ownership of the company to be transferred as compensation. A fair value ascribed to the award will normally result from these approaches. A company may calculate this value either in accordance with a valuation methodology identified in IFRS 2 Share-based Payment or in accordance with another methodology set out in comment 5 below.
4. In some cases, the fair value of the award disclosed in columns (d) and (e) might
   differ from the accounting fair value. For financial statement purposes, the accounting fair value amount is amortized over the service period to obtain an accounting cost (accounting compensation expense), adjusted at year end as required.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 167
5. While the most commonly used methodologies for calculating the value of most
types of awards are the Black-Scholes-Merton model and the binomial lattice model, companies may choose to use another valuation methodology if it produces a more meaningful and reasonable estimate of fair value.
6. The summary compensation table requires disclosure of an amount even if the
accounting compensation expense is zero. The amount disclosed in the table should reflect the fair value of the award following the principles described under comments 2 and 3, above.
7. Column (d) includes common shares, restricted shares, restricted share units,
deferred share units, phantom shares, phantom share units, common share equivalent units, stock, and similar instruments that do not have option-like features. (6) In column (e), include the incremental fair value if, at any time during the covered financial year, the company has adjusted, amended, cancelled, replaced or significantly modified the exercise price of options previously awarded to, earned by, paid to, or payable to, an NEO. The repricing or modification date must be determined in accordance with IFRS 2 Share-based Payment. The methodology used to calculate the incremental fair value must be the same methodology used to calculate the initial grant. This requirement does not apply to any repricing that equally affects all holders of the class of securities underlying the options and that occurs through a pre-existing formula or mechanism in the plan or award that results in the periodic adjustment of the option exercise or base price, an antidilution provision in a plan or award, or a recapitalization or similar transaction. (7) Include a footnote to the table quantifying the incremental fair value of any adjusted, amended, cancelled, replaced or significantly modified options that are included in the table. (8) In column (f), include the dollar value of all amounts earned for services performed during the covered financial year that are related to awards under non-equity incentive plans and all earnings on any such outstanding awards. (a) If the relevant performance goal or similar condition was satisfied during a covered financial year (including for a single year in a plan with a multi-year performance goal or similar condition), report the amounts earned for that financial year, even if they are payable at a later date. The company is not required to report these amounts again in the summary compensation table when they are actually paid to an NEO. (b) Include a footnote describing and quantifying all amounts earned on non￾equity incentive plan compensation, whether they were paid during the financial year, were payable but deferred at the election of an NEO, or are payable by their terms at a later date. (c) Include any discretionary cash awards, earnings, payments, or payables that were not based on predetermined performance goals or similar conditions that were

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 168 communicated to an NEO. Report any performance-based plan awards that include pre￾determined performance goals or similar conditions in column (f). (d) In column (f1), include annual non-equity incentive plan compensation, such as bonuses and discretionary amounts. For column (f1), annual non-equity incentive plan compensation relates only to a single financial year. In column (f2), include all non￾equity incentive plan compensation related to a period longer than one year. (9) In column (g), include all compensation relating to defined benefit or defined contribution plans. These include service costs and other compensatory items such as plan changes and earnings that are different from the estimated earnings for defined benefit plans and abovemarket earnings for defined contribution plans. This disclosure relates to all plans that provide for the payment of pension plan benefits. Use the same amounts included in column (e) of the defined benefit plan table required by Item 5 for the covered financial year and the amounts included in column (c) of the defined contribution plan table as required by Item 5 for the covered financial year. (10) In column (h), include all other compensation not reported in any other column of this table. Column (h) must include, but is not limited to:
(a) perquisites, including property or other personal benefits provided to an NEO that are not generally available to all employees, and that in aggregate are worth $50,000 or more, or are worth 10% or more of an NEO’s total salary for the financial year. Value these items on the basis of the aggregate incremental cost to the company and its subsidiaries. Describe in a footnote the methodology used for computing the aggregate incremental cost to the company. State the type and amount of each perquisite the value of which exceeds 25% of the total value of perquisites reported for an NEO in a footnote to the
table. Provide the footnote information for the most recently completed financial year only;
(b) other post-retirement benefits such as health insurance or life insurance after retirement; (c) all “gross-ups” or other amounts reimbursed during the covered financial year for the payment of taxes; (d) the incremental payments, payables, and benefits to an NEO that are triggered by, or result from, a scenario listed in section 6.1 that occurred before the end of the covered financial year; (e) the dollar value of any insurance premiums paid or payable by, or on behalf of, the company during the covered financial year for personal insurance for an NEO if the estate of the NEO is the beneficiary;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 169 (f) the dollar value of any dividends or other earnings paid or payable on share￾based or option-based awards that were not factored into the fair value of the award on the grant date required to be reported in columns (d) and (e); (g) any compensation cost for any security that the NEO bought from the company or its subsidiaries at a discount from the market price of the security (through deferral of salary, bonus or otherwise). Calculate this cost at the date of purchase and in accordance with IFRS 2 Share-based Payment; and (h) above-market or preferential earnings on compensation that is deferred on a basis that is not tax exempt other than for defined contribution plans covered in the defined contribution plan table in Item 5. Above-market or preferential applies to non￾registered plans and means a rate greater than the rate ordinarily paid by the company or its subsidiary on securities or other obligations having the same or similar features issued to third parties. (i) any company contribution to a personal savings plan like a registered retirement savings plan made on behalf of the NEO. Commentary

1. Generally, there will be no incremental payments, payables, and benefits that are
   triggered by, or result from, a scenario described in section 6.1 that occurred before the end of a covered financial year for compensation that has been reported in the summary compensation table for the most recently completed financial year or for a financial year before the most recently completed financial year. If the vesting or payout of the previously reported compensation is accelerated, or a performance goal or similar condition in respect of the previously reported compensation is waived, as a result of a scenario described in section 6.1, the incremental payments, payables, and benefits should include the value of the accelerated benefit or of the waiver of the performance goal or similar condition.
2. Generally, an item is not a perquisite if it is integrally and directly related to the
   performance of an executive officer’s duties. If something is necessary for a person to do his or her job, it is integrally and directly related to the job and is not a perquisite, even if it also provides some amount of personal benefit. If the company concludes that an item is not integrally and directly related to performing the job, it may be a perquisite if the item provides an NEO with any direct or indirect personal benefit. If it does provide a personal benefit, the item is a perquisite, whether or not it is provided for a business reason or for the company’s convenience, unless it is generally available on a non-discriminatory basis to all employees. Companies must conduct their own analysis of whether a particular item is a perquisite. The following are examples of things that are often considered perquisites or personal benefits. This list is not exhaustive:

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 170

• Cars, car lease and car allowance;
• Corporate aircraft or personal travel financed by the company;
• Jewellery;
• Clothing;
• Artwork;
• Housekeeping services;
• Club membership;
• Theatre tickets;
• Financial assistance to provide education to children of executive officers;
• Parking;
• Personal financial or tax advice;
• Security at personal residence or during personal travel; and
• Reimbursements of taxes owed with respect to perquisites or other personal
  benefit.
  (11) In column (i), include the dollar value of total compensation for the covered financial year. For each NEO, this is the sum of the amounts reported in columns (c) through (h). (12) Any deferred amounts must be included in the appropriate column for the covered financial year in which they are earned. (13) If an NEO elected to exchange any compensation awarded to, earned by, paid to, or payable to the NEO in a covered financial year under a program that allows the NEO to receive awards, earnings, payments, or payables in another form, the compensation the NEO elected to exchange must be reported as compensation in the column appropriate for the form of compensation exchanged: Do not report it in the form in which it was or will be received by the NEO. State in a footnote the form of awards, earnings, payments, or payables substituted for the compensation the NEO elected to exchange.
  3.2 Narrative discussion
  Describe and explain any significant factors necessary to understand the information disclosed in the summary compensation table required by section 3.1.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 171 Commentary The significant factors described in section 3.2 will vary depending on the circumstances of each award but may include:

• the significant terms of each NEO’s employment agreement or
  arrangement;
• any repricing or other significant changes to the terms of any share-based
  or option-based award program during the most recently completed financial year; and
• the significant terms of any award reported in the summary compensation
  table, including a general description of the formula or criterion to be applied in
  determining the amounts payable and the vesting schedule. For example, if dividends will be paid on shares, state this, the applicable dividend rate and whether that rate is preferential.
  3.3 (Repealed)
  3.4 Officers who also act as directors
  If an NEO is also a director who receives compensation for services as a director, include that compensation in the summary compensation table and include a footnote explaining which amounts relate to the director role. Do not provide disclosure for that NEO under Item 7. ITEM 4 INCENTIVE PLAN AWARDS
  4.1 Outstanding share-based awards and option-based awards
  (1) Complete this table for each NEO for all awards outstanding at the end of the most recently completed financial year. This includes awards granted before the most recently completed financial year. For all awards in this table, disclose the awards that have been transferred at other than fair market value. Option-based Awards Share-based Awards Name (a) Number of securities underlying unexercised options (#) (b) Option exercice price ($) (c) Option expiration date (d) Value of unexercised in-the-money options ($) (e) Number of shares or units of shares that have not vested (#) (f) Market or payout value of share￾based awards that have not vested ($) (g) Market or payout value of vested share￾based awards not paid out or distributed ($) (h) CEO

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 172 CFO A B C (2) In column (b), for each award, disclose the number of securities underlying unexercised options. (3) In column (c), disclose the exercise or base price for each option under each award reported in column (b). If the option was granted in a different currency than that reported in the table, include a footnote describing the currency and the exercise or base price. (4) In column (d), disclose the expiration date for each option under each award reported in column (b). (5) In column (e), disclose the aggregate dollar amount of in-the-money unexercised options held at the end of the year. Calculate this amount based on the difference between the market value of the securities underlying the instruments at the end of the year, and the exercise or base price of the option. (6) In column (f), disclose the total number of shares or units that have not vested. (7) In column (g), disclose the aggregate market value or payout value of share-based awards that have not vested. If the share-based award provides only for a single payout on vesting, calculate this value based on that payout. If the share-based award provides for different payouts depending on the achievement of different performance goals or similar conditions, calculate this value based on the minimum payout. However, if the NEO achieved a performance goal or similar condition in a financial year covered by the share-based award that on vesting could provide for a payout greater than the minimum payout, calculate this value based on the payout expected as a result of the NEO achieving this performance goal or similar condition. (8) In column (h), disclose the aggregate market value or payout value of vested share-based awards that have not yet been paid out or distributed.

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4.2 Incentive plan awards – value vested or earned during the year
(1) Complete this table for each NEO for the most recently completed financial year. Name (a) Option-based awards-Value vested during the year ($) (b) Share-based awards - Value vested during the year ($) (c) Non-equity incentive plan compensation - Value earned during the year ($) (d) CEO CFO A B C (2) In column (b), disclose the aggregate dollar value that would have been realized if the options under the option-based award had been exercised on the vesting date. Compute the dollar value that would have been realized by determining the difference between the market price of the underlying securities at exercise and the exercise or base price of the options under the option-based award on the vesting date. Do not include the value of any related payment or other consideration provided (or to be provided) by the company to or on behalf of an NEO. (3) In column (c), disclose the aggregate dollar value realized upon vesting of share￾based awards. Compute the dollar value realized by multiplying the number of shares or units by the market value of the underlying shares on the vesting date. For any amount realized upon vesting for which receipt has been deferred, include a footnote that states the amount and the terms of the deferral.
4.3 Narrative discussion
Describe and explain the significant terms of all plan-based awards, including non￾equity incentive plan awards, issued or vested, or under which options have been exercised, during the year, or outstanding at the year end, to the extent not already discussed under sections 2.1, 2.3 and 3.2. The company may aggregate information for different awards, if separate disclosure of each award is not necessary to communicate their significant terms. Commentary The items included in the narrative required by section 4.3 will vary depending on the terms of each plan, but may include:

• the number of securities underlying each award or received on vesting or
  exercise;

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• general descriptions of formula or criteria that are used to determine
  amounts payable; -exercise prices and expiry dates;
• dividend rates on share-based awards;
• whether awards are vested or unvested;
• performance goals or similar conditions, or other significant conditions;
• information on estimated future payouts for non-equity incentive plan
  awards (performance goals or similar conditions and maximum amounts); and
• the closing market price on the grant date, if the exercise or base price is
  less than the closing market price of the underlying security on the grant date. ITEM 5 PENSION PLAN BENEFITS
  5.1 Defined benefit plans table
  (1) Complete this table for all pension plans that provide for payments or benefits at, following, or in connection with retirement, excluding defined contribution plans. For all disclosure in this table, use the same assumptions and methods used for financial statement reporting purposes under the accounting principles used to prepare the company's financial statements, as permitted by Regulation 52-107 respecting Acceptable Accounting Principles and Auditing Standards. Name (a) Number of years credited service (#) (b) Annual benefits payable ($) (c) Opening present value of defined benefit obligation ($) (d) Compensatory change ($) (e) Non￾compensatory change ($) (f) Closing present value of defined benefit obligation ($) (g) At year end (c1) At age 65 (c2) CEO CFO A B C (2) In columns (b) and (c), the disclosure must be as of the end of the company's most recently completed financial year. In columns (d) through (g), the disclosure must be as of the reporting date used in the company's audited annual financial statements for the most recently completed financial year. (3) In column (b), disclose the number of years of service credited to an NEO under the plan. If the number of years of credited service in any plan is different from the NEO's

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 175 number of actual years of service with the company, include a footnote that states the amount of the difference and any resulting benefit augmentation, such as the number of additional years the NEO received. (4) In column (c), disclose (a) the annual lifetime benefit payable at the end of the most recently completed financial year in column (c1) based on years of credited service reported in column (b) and actual pensionable earnings as at the end of the most recently completed financial year. For purposes of this calculation, the company must assume that the NEO is eligible to receive payments or benefits at year end, and (b) the annual lifetime benefit payable at age 65 in column (c2) based on years of credited service as of age 65 and actual pensionable earnings through the end of the most recently completed financial year, as per column (c1). Commentary For purposes of quantifying the annual lifetime benefit payable at the end of the most recently completed financial year in column (c1), the company may calculate the annual lifetime benefit payable as follows:
annual benefits payable at the presumed X years of credited service at year end retirement age used to calculate the closing present value of the defined benefit obligation years of credited service at the presumed retirement age The company may calculate the annual lifetime benefit payable in accordance with another formula if the company reasonably believes that it produces a more meaningful calculation of the annual lifetime benefit payable at year end. (5) In column (d), disclose the present value of the defined benefit obligation at the start of the most recently completed financial year. (6) In column (e), disclose the compensatory change in the present value of the defined benefit obligation for the most recently completed financial year. This includes service cost net of employee contributions plus plan changes and differences between actual and estimated earnings, and any additional changes that have retroactive impact, including, for greater certainty, a change in valuation assumptions as a consequence of an amendment to benefit terms. Disclose the valuation method and all significant assumptions the company applied in quantifying the closing present value of the defined benefit obligation. The company may satisfy all or part of this disclosure by referring to the disclosure of assumptions in its financial statements, footnotes to the financial statements or discussion in its management's discussion and analysis.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 176 (7) In column (f), disclose the non-compensatory changes in the present value of the defined benefit obligation for the company's most recently completed financial year. Include all items that are not compensatory, such as changes in assumptions other than those already included in column (e) because they were made as a consequence of an amendment to benefit terms, employee contributions and interest on the present value of the defined benefit obligation at the start of the most recently completed financial year. (8) In column (g), disclose the present value of the defined benefit obligation at the end of the most recently completed financial year.
5.2 Defined contribution plans table
(1) Complete this table for all pension plans that provide for payments or benefits at, following or in connection with retirement, excluding defined benefit plans. For all disclosure in this table, use the same assumptions and methods used for financial statement reporting purposes under the accounting principles used to prepare the company’s financial statements, as permitted by Regulation 52-107 respecting Acceptable Accounting Principles and Auditing Standards. Name (a) Accumulated value at start of year ($) (b) Compensatory ($) (c) Accumulated value at year end ($) (d) CEO CFO A B C (2) In column (c), disclose the employer contribution and above-market or preferential earnings credited on employer and employee contributions. Above-market or preferential earnings applies to non-registered plans and means a rate greater than the rate ordinarily paid by the company or its subsidiary on securities or other obligations having the same or similar features issued to third parties. (3) (Paragraph repealed) (4) In column (d), disclose the accumulated value at the end of the most recently completed financial year. Commentary

1. For pension plans that provide the maximum of: (i) the value of a defined benefit
   pension; and (ii) the accumulated value of a defined contribution pension, companies

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 177 should disclose the global value of the pension plan in the defined benefit plans table under section 5.1. For pension plans that provide the sum of a defined benefit component and a defined contribution component, companies should disclose the respective components of the pension plan. The defined benefit component should be disclosed in the defined benefit plans table under section 5.1 and the defined contribution component should be disclosed in the defined contribution plans table under section 5.2.
2. Any contributions by the company or a subsidiary of the company to a personal
savings plan like a registered retirement savings plan made on behalf of the NEO must still be disclosed in column (h) of the summary compensation table, as required by paragraph 3.1(10)(i).
5.3 Narrative discussion
Describe and explain for each retirement plan in which an NEO participates, any significant factors necessary to understand the information disclosed in the defined benefit plan table in section 5.1 and the defined contribution plan table in section 5.2. Commentary Significant factors described in the narrative required by section 5.3 will vary, but may include:

• the significant terms and conditions of payments and benefits available
  under the plan, including the plan’s normal and early retirement payment, benefit formula, contribution formula, calculation of interest credited under the defined contribution plan and eligibility standards;
• provisions for early retirement, if applicable, including the name of the NEO
  and the plan, the early retirement payment and benefit formula and eligibility standards. Early retirement means retirement before the normal retirement age as defined in the plan or otherwise available under the plan;
• the specific elements of compensation (e.g., salary, bonus) included in
  applying the payment and benefit formula. If a company provides this information, identify each element separately; and
• company policies on topics such as granting extra years of credited service,
  including an explanation of who these arrangements relate to and why they are considered appropriate.

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5.4 Deferred compensation plans
Describe the significant terms of any deferred compensation plan relating to each NEO, including:
(a) the types of compensation that can be deferred and any limitations on the extent to which deferral is permitted (by percentage of compensation or otherwise); (b) significant terms of payouts, withdrawals and other distributions; and (c) measures for calculating interest or other earnings, how and when these measures may be changed, and whether an NEO or the company chose these measures. Quantify these measures wherever possible. ITEM 6 TERMINATION AND CHANGE OF CONTROL BENEFITS
6.1 Termination and change of control benefits
(1) For each contract, agreement, plan or arrangement that provides for payments to an NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the company or a change in an NEO’s responsibilities, describe, explain, and where appropriate, quantify the following items:
(a) the circumstances that trigger payments or the provision of other benefits, including perquisites and pension plan benefits; (b) the estimated incremental payments, payables, and benefits that are triggered by, or result from, each circumstance, including timing, duration and who provides the payments and benefits; (c) how the payment and benefit levels are determined under the various circumstances that trigger payments or provision of benefits; (d) any significant conditions or obligations that apply to receiving payments or benefits. This includes but is not limited to, non-compete, non-solicitation, non￾disparagement or confidentiality agreements. Include the term of these agreements and provisions for waiver or breach; and (e) any other significant factors for each written contract, agreement, plan or arrangement. (2) Disclose the estimated incremental payments, payables, and benefits even if it is uncertain what amounts might be paid in given circumstances under the various plans and arrangements, assuming that the triggering event took place on the last business day of the company’s most recently completed financial year. For valuing share-based awards or option-based awards, use the closing market price of the company’s securities on that date.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 179 If the company is unsure about the provision or amount of payments or benefits, make a reasonable estimate (or a reasonable estimate of the range of amounts) and disclose the significant assumptions underlying these estimates. (3) Despite subsection (1), the company is not required to disclose the following:
(a) Perquisites and other personal benefits if the aggregate of this compensation is less than $50,000. State the individual perquisites and personal benefits as required by paragraph 3.1(10)(a). (b) Information about possible termination scenarios for an NEO whose employment terminated in the past year. The company must only disclose the consequences of the actual termination. (c) Information in respect of a scenario described in subsection (1) if there will be no incremental payments, payables, and benefits that are triggered by, or result from, that scenario. Commentary

1. Subsection (1) does not require the company to disclose notice of termination
   without cause, or compensation in lieu thereof, which are implied as a term of an employment contract under common law or civil law.
2. Item 6 applies to changes of control regardless of whether the change of control
   results in termination of employment.
3. Generally, there will be no incremental payments, payables, and benefits that are
   triggered by, or result from, a scenario described in subsection (1) for compensation that has been reported in the summary compensation table for the most recently completed financial year or for a financial year before the most recently completed financial year. If the vesting or payout of the previously reported compensation is accelerated, or a performance goal or similar condition in respect of the previously reported compensation is waived, as a result of a scenario described in subsection (1), the incremental payments, payables, and benefits should include the value of the accelerated benefit or of the waiver of the performance goal or similar condition.
4. A company may disclose estimated incremental payments, payables and benefits
   that are triggered by, or result from, a scenario described in subsection (1), in a tabular format. ITEM 7 DIRECTOR COMPENSATION
   7.1 Director compensation table
   (1) Complete this table for all amounts of compensation provided to the directors for the company’s most recently completed financial year.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 180 Name (a) Fees earned ($) (b) Share￾based awards ($) (c) Option￾based awards ($) (d) Non-equity incentive plan compensation ($) (e) Pension value ($) (f) All other compensation ($) (g) Total ($) (h) A B C D E (2) All forms of compensation must be included in this table. (3) Complete each column in the manner required for the corresponding column in the summary compensation table in section 3.1, in accordance with the requirements of Item 3, as supplemented by the commentary to Item 3, except as follows:
(a) In column (a), do not include a director who is also an NEO if his or her compensation for service as a director is fully reflected in the summary compensation
table and elsewhere in this form. If an NEO is also a director who receives compensation
for his or her services as a director, reflect the director compensation in the summary compensation table required by section 3.1 and provide a footnote to this table indicating that the relevant disclosure has been provided under section 3.4. (b) In column (b), include all fees awarded, earned, paid, or payable in cash for services as a director, including annual retainer fees, committee, chair, and meeting fees. (c) In column (g), include all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the company, or a subsidiary of the company, to a director in any capacity, under any other arrangement. This includes, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable awarded, granted, given, or otherwise provided to the director for services provided, directly or indirectly, to the company or a subsidiary of the company. In a footnote to the table, disclose these amounts and describe the nature of the services provided by the director that are associated with these amounts. (d) In column (g), include programs where the company agrees to make donations to one or more charitable institutions in a director’s name, payable currently or upon a designated event such as the retirement or death of the director. Include a footnote to the table disclosing the total dollar amount payable under the program.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 181
7.2 Narrative discussion
Describe and explain any factors necessary to understand the director compensation disclosed in section 7.1. Commentary Significant factors described in the narrative required by section 7.2 will vary, but may include:

• disclosure for each director who served in that capacity for any part of the
  most recently completed financial year;
• standard compensation arrangements, such as fees for retainer, committee
  service, service as chair of the board or a committee, and meeting attendance;
• any compensation arrangements for a director that are different from the
  standard arrangements, including the name of the director and a description of the terms of the arrangement; and
• any matters discussed in the compensation discussion and analysis that do
  not apply to directors in the same way that they apply to NEOs such as practices for granting option-based awards.
  7.3 Share-based awards, option-based awards and non-equity incentive plan
  compensation
  Provide the same disclosure for directors that is required under Item 4 for NEOs. ITEM 8 COMPANIES REPORTING IN THE UNITED STATES
  8.1 Companies reporting in the United States
  (1) SEC issuers may satisfy the requirements of this form by providing the information they are required to disclose in the United States under Item 402 “Executive compensation” of Regulation S-K under the 1934 Act. (2) Subsection (1) does not apply to a company that, as a foreign private issuer, satisfies Item 402 of Regulation S-K by providing the information required by Items 6.B “Compensation” and 6.E.2 “Share Ownership” of Form 20-F under the 1934 Act. ITEM 9 EFFECTIVE DATE AND TRANSITION
  9.1 Effective date
  (1) This form comes into force on December 31, 2008.
  (2) This form applies to a company in respect of a financial year ending on or after December 31, 2008.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 182
9.2 Transition
(1) Form 51-102F6, which came into force on March 30, 2004, as amended, (a) does not apply to a company in respect of a financial year ending on or after December 31, 2008, and (b) for greater certainty, applies to a company that is required to prepare and file executive compensation disclosure because (i) the company is sending an information circular to a securityholder under paragraph 9.1(2)(a) of Regulation 51-102 respecting Continuous Disclosure Obligations (chapter V-1.1, r. 24), the information circular includes the disclosure required by Item 8 of Form 51-102F5, and the information circular is in respect of a financial year ending before December 31, 2008, or (ii) the company is filing an AIF that includes the disclosure required by Item 8 of Form 51-102F5, in accordance with Item 18 of Form 51-102F2, and the AIF is in respect of a financial year ending before December 31, 2008. (2) A company that is required to prepare and file executive compensation disclosure for a reason set out in paragraph (1)(b) may satisfy that requirement by preparing and filing the disclosure required by this form. M.O. 2005-03, Form 51-102F6; M.O. 2006-04, s. 43; M.O. 2008-18, s. 11 and 13; M.O. 2008-18, s. 12; Erratum, 2009, G.O. 2, 55; M.O. 2010-17, s. 32; M.O. 2011-05, s. 3; M.O. 2015-07, s. 11.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 183 FORM 51-102F6V STATEMENT OF EXECUTIVE COMPENSATION – VENTURE ISSUERS Item 1 General Provisions
1.1. Objective
All direct and indirect compensation provided to certain executive officers and directors for, or in connection with, services they have provided to the company or a subsidiary of the company must be disclosed in this form. The objective of this disclosure is to communicate the compensation the company paid, made payable, awarded, granted, gave or otherwise provided to each named executive officer and director for the financial year, and the decision-making process relating to compensation. This disclosure will provide insight into executive compensation as a key aspect of the overall stewardship and governance of the company and will help investors understand how decisions about executive compensation are made. A company’s executive compensation disclosure under this form must satisfy this objective and subsections 9.3.1(1) or 11.6(1) of the Regulation. While the objective of this disclosure is the same as the objective in section 1.1 of Form 51-102F6, this form is to be used by venture issuers only. Reporting issuers that are not venture issuers must complete Form 51-102F6.
1.2. Definitions
If a term is used in this form but is not defined in this section, refer to subsection 1.1(1) of the Regulation or to Regulation 14-101 respecting Definitions (chapter V-1.1, r. 3). In this form, “company” includes other types of business organizations such as partnerships, trusts and other unincorporated business entities; “compensation securities” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries; “external management company” includes a subsidiary, affiliate or associate of the external management company; “named executive officer” or “NEO” means each of the following individuals:

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 184 (a) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief executive officer, including an individual performing functions similar to a chief executive officer; (b) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief financial officer, including an individual performing functions similar to a chief financial officer; (c) in respect of the company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5), for that financial year; (d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the company, and was not acting in a similar capacity, at the end of that financial year; “plan” includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons; “underlying securities” means any securities issuable on conversion, exchange or exercise of compensation securities.
1.3. Preparing the form
(1) All compensation to be included
(a) When completing this form, the company must disclose all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the company, or a subsidiary of the company, to each named executive officer and director, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given, or otherwise provided to the named executive officer or director for services provided and for services to be provided, directly or indirectly, to the company or a subsidiary of the company. (b) If an item of compensation is not specifically mentioned or described in this form, disclose it in the column “Value of all other compensation” of the table in section 2.1. Commentary

1. Unless otherwise specified, information required to be disclosed under this form
   may be prepared in accordance with the accounting principles the company uses to prepare its financial statements, as permitted by Regulation 52-107 respecting Acceptable Accounting Principles and Auditing Standards (chapter V-1.1, r. 25).

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 185
2. The definition of “director” under securities legislation includes an individual who
acts in a capacity similar to that of a director.
(2) Departures from format
(a) Although the required disclosure must be made in accordance with this form, the disclosure may (i) omit a table, column of a table, or other prescribed information, if it does not apply, and (ii) add a table, column, or other information if (A) necessary to satisfy the objective in section 1.1, and (B) to a reasonable person, the table, column, or other information does not detract from the prescribed information in the table in section 2.1. (b) Despite paragraph (a), a company must not add a column to the table in
section 2.1.
(3) Information for full financial year
(a) If a named executive officer acted in that capacity for the company during
part of a financial year for which disclosure is required in the table in section 2.1, provide
details of all of the compensation that the named executive officer received from the company for that financial year. This includes compensation the named executive officer earned in any other position with the company during the financial year. (b) Do not annualize compensation in a table for any part of a year when a named executive officer was not in the service of the company. Annualized compensation may be disclosed in a footnote. (4) Director and named executive officer compensation (a) Disclose any compensation awarded to, earned by, paid to, or payable to each director and named executive officer, in any capacity with respect to the company. Compensation to directors and named executive officers must include all compensation from the company and its subsidiaries. (b) Disclose any compensation awarded to, earned by, paid to, or payable to, a named executive officer, or director, in any capacity with respect to the company, by another person.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 186 (5) Determining if an individual is a named executive officer For the purpose of calculating total compensation awarded to, earned by, paid to, or payable to an executive officer under paragraph (c) of the definition of named executive officer, (a) use the total compensation that would be reported for that executive officer in the table in section 2.1, as if the executive officer were a named executive officer for the company’s most recently completed financial year, and (b) exclude any compensation disclosed in the column “Value of all other compensation” of the table in section 2.1. Commentary The $150,000 threshold in paragraph (c) of the definition of named executive officer only applies when determining who is a named executive officer in a company’s most recently completed financial year. If an individual is a named executive officer in the most recently completed financial year, disclosure of compensation in the prior years must be provided even if total compensation in a prior year is less than $150,000. (6) Compensation to associates Disclose any awards, earnings, payments, or payables to an associate of a named executive officer, or of a director, as a result of compensation awarded to, earned by, paid to, or payable to the named executive officer or the director, in any capacity with respect to the company. (7) Currencies (a) Companies must report amounts required by this form in Canadian dollars or in the same currency that the company uses for its financial statements. A company must use the same currency in all of the tables of this form. (b) If compensation awarded to, earned by, paid to, or payable to a named executive officer or director was in a currency other than the currency reported in the prescribed tables of this form, state the currency in which compensation was awarded, earned, paid, or payable, disclose the currency exchange rate and describe the methodology used to translate the compensation into Canadian dollars or the currency that the company uses in its financial statements. (8) New reporting issuers (a) A company is not required to provide information for a completed financial year if the company was not a reporting issuer at any time during the most recently completed financial year, unless the company became a reporting issuer as a result of a restructuring transaction.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 187 (b) If the company was not a reporting issuer at any time during the most recently completed financial year and the company is completing this form because it is preparing a prospectus, discuss all significant elements of the compensation to be awarded to, earned by, paid to, or payable to named executive officers and directors of the company once it becomes a reporting issuer, to the extent this compensation has been determined. (9) Plain language Information required to be disclosed under this form must be clear, concise, and presented in such a way that it provides a person, applying reasonable effort, an understanding of (a) how decisions about named executive officer and director compensation are made, and (b) how specific named executive officer and director compensation relates to the overall stewardship and governance of the company. Commentary Refer to the plain language principles listed in section 1.5 of Policy Statement to Regulation 51-102 respecting Continuous Disclosure Obligations (Decision 2006-PDG-0223, 2006-12-12) for further guidance. Item 2 Director and named executive officer compensation
2.1. Director and named executive officer compensation, excluding
compensation securities
(1) Using the following table, disclose all compensation referred to in subsection 1.3(1) of this form for each of the 2 most recently completed financial years, other than compensation disclosed under section 2.3. Commentary For venture issuers, compensation includes payments, grants, awards, gifts and benefits including, but not limited to,

• salaries,
• consulting fees,
• management fees,
• retainer fees,
• bonuses,

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 188

• committee and meeting fees,
• special assignment fees,
• pensions and employer paid RRSP contributions,
• perquisites such as
• car, car lease, car allowance or car loan,
• personal insurance,
• parking,
• accommodation, including use of vacation accommodation,
• financial assistance,
• club memberships,
• use of corporate motor vehicle or aircraft,
• reimbursement for tax on perquisites or other benefits, and
• investment-related advice and expenses.
  Table of compensation excluding compensation securities
  Name and position
  Year Salary, consulting fee, retainer or commission ($) Bonus ($) Committee or meeting fees ($) Value of perquisites ($) Value of all other compensation ($) Total compensation ($) (2) In the table required under subsection (1), disclose compensation of each named executive officer first, followed by compensation of any director who is not a named executive officer. (3) If the individual is a named executive officer and a director, state both positions in the column entitled “Name and position”. In a footnote to the table, identify how much compensation the NEO received for each position.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 189 (4) In the column entitled “Value of perquisites”, include perquisites provided to an NEO or director that are not generally available to all employees and that, in aggregate, are greater than (a) $15,000, if the NEO or director’s total salary for the financial year is $150,000 or less, (b) 10% of the NEO or director’s salary for the financial year, if the NEO or director’s total salary for the financial year is greater than $150,000 but less than $500,000, or (c) $50,000, if the NEO or director’s total salary for the financial year is $500,000 or greater. Value these items on the basis of the aggregate incremental cost to the company and its subsidiaries. Describe in a footnote the methodology used for computing the aggregate incremental cost to the company. Provide a note to the table to disclose the nature of each perquisite provided that equals or exceeds 25% of the total value of perquisites provided to that named executive officer or director, and how the value of the perquisite was calculated, if it is not provided in cash. Commentary For the purposes of the column entitled “Value of perquisites”, an item is generally a perquisite if it is not integrally and directly related to the performance of the director or named executive officer’s duties. If something is necessary for a person to do his or her job, it is integrally and directly related to the job and is not a perquisite, even if it also provides some amount of personal benefit. (5) If non-cash compensation, other than compensation required to be disclosed in
section 2.3, was provided or is payable, disclose the fair market value of the
compensation at the time it was earned or, if it is not possible to calculate the fair market value, disclose that fact in a note to the table and the reasons why. (6) In the column entitled “Value of all other compensation”, include all of the following:
(a) any incremental payments, payables and benefits to a named executive officer or director that were triggered by, or resulted from, a scenario listed in subsection 2.5(2) that occurred before the end of the applicable financial year, (b) all compensation relating to defined benefit or defined contribution plans including service costs and other compensatory items such as plan changes and earnings that are different from the estimated earnings for defined benefit plans and above market earnings for defined contribution plans.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 190 Commentary The disclosure of defined benefit or defined contribution plans relates to all plans that provide for the payment of pension plan benefits. Use the same amounts indicated in column (e) of the defined benefit plan table required by section 2.7 for the applicable financial year and the amounts included in column (c) of the defined contribution plan
table required by section 2.7 for the applicable financial year.
(7) Despite subsection (1), it is not necessary to disclose Canada Pension Plan, similar government plans and group life, health, hospitalization, medical reimbursement and relocation plans that do not discriminate in scope, terms or operation that are generally available to all salaried employees. (8) If a director or named executive officer has served in that capacity for only part of a year, indicate the number of months he or she has served; do not annualize the compensation. (9) Provide notes to the table to disclose each of the following for the most recently completed financial year only:
(a) compensation paid or payable by any person other than the company in respect of services provided to the company or its subsidiaries, including the identity of that other person; (b) compensation paid or payable indirectly to the director or named executive officer and, in such case, the amount of compensation, to whom it is paid or payable and the relationship between the director or named executive officer and such other person; (c) for the column entitled “Value of all other compensation”, the nature of each form of other compensation paid or payable that equals or exceeds 25% of the total value of other compensation paid or payable to that director or named executive officer, and how the value of such other compensation was calculated, if it is not paid or payable in cash.
2.2. External management companies
(1) If one or more individuals acting as named executive officers of the company are not employees of the company, disclose the names of those individuals. (2) If an external management company employs or retains one or more individuals acting as named executive officers or directors of the company and the company has entered into an understanding, arrangement or agreement with the external management company to provide executive management services to the company, directly or indirectly, disclose any compensation that (a) the company paid directly to an individual employed, or retained by the external management company, who is acting as a named executive officer or director of the company;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 191 (b) the external management company paid to the individual that is attributable to the services they provided to the company, directly or indirectly. (3) If an external management company provides the company’s executive management services and also provides executive management services to another company, disclose the entire compensation the external management company paid to the individual acting as a named executive officer or director, or acting in a similar capacity, in connection with services the external management company provided to the company, or the parent or a subsidiary of the company. If the management company allocates the compensation paid to a named executive officer or director, disclose the basis or methodology used to allocate this compensation. Commentary A named executive officer may be employed by an external management company and provide services to the company under an understanding, arrangement or agreement. In this case, references in this form to the chief executive officer or chief financial officer are references to the individuals who performed similar functions to that of the chief executive officer or chief financial officer. They are typically the same individuals who signed and filed annual and interim certificates to comply with Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings (chapter V-1.1, r. 27).
2.3. Stock options and other compensation securities
(1) Using the following table, disclose all compensation securities granted or issued to each director and named executive officer by the company or one of its subsidiaries in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries. Compensation Securities Name and position Type of compensation security Number of compensation securities, number of underlying securities, and percentage of class Date of issue or grant Issue, conversion or exercise price ($) Closing price of security or underlying security on date of grant ($) Closing price of security or underlying security at year end ($) Expiry date

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 192 (2) Position the tables prescribed in subsections (1) and (4) directly after the table prescribed in section 2.1. (3) Provide notes to the table to disclose each of the following:
(a) the total amount of compensation securities, and underlying securities, held by each named executive officer or director on the last day of the most recently completed financial year end; (b) any compensation security that has been re-priced, cancelled and replaced, had its term extended, or otherwise been materially modified, in the most recently completed financial year, including the original and modified terms, the effective date, the reason for the modification, and the name of the holder; (c) any vesting provisions of the compensation securities; (d) any restrictions or conditions for converting, exercising or exchanging the compensation securities. (4) Using the following table, disclose each exercise by a director or named executive officer of compensation securities during the most recently completed financial year. Exercise of Compensation Securities by Directors and NEOs Name and position Type of compensation security Number of underlying securities exercised Exercise price per security ($) Date of exercise Closing price per security on date of exercise ($) Difference between exercise price and closing price on date of exercise ($) Total value on exercise date ($) (5) For the tables prescribed in subsections (1) and (4), if the individual is a named executive officer and a director, state both positions in the columns entitled “Name and position”. Commentary For the purposes of the column entitled “Total value on exercise date” multiply the number in the column entitled “Number of underlying securities exercised” by the number

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 193 in the column entitled “Difference between exercise price and closing price on date of exercise”.
2.4. Stock option plans and other incentive plans
(1) Describe the material terms of each stock option plan, stock option agreement made outside of a stock option plan, plan providing for the grant of stock appreciation rights, deferred share units or restricted stock units and any other incentive plan or portion of a plan under which awards are granted. Commentary Examples of material terms are vesting provisions, maximum term of options granted, whether or not a stock option plan is a rolling plan, the maximum number or percentage of options that can be granted, method of settlement. (2) Indicate for each such plan or agreement whether it has previously been approved by shareholders and, if applicable, when it is next required to be approved. (3) Disclosure is not required of plans, such as shareholder rights plans, that involve issuance of securities to all securityholders.
2.5. Employment, consulting and management agreements
(1) Disclose the material terms of each agreement or arrangement under which compensation was provided during the most recently completed financial year or is payable in respect of services provided to the company or any of its subsidiaries that were (a) performed by a director or named executive officer, or (b) performed by any other party but are services typically provided by a director or a named executive officer. (2) For each agreement or arrangement referred to in subsection (1), disclose each of the following:
(a) the provisions, if any, with respect to change of control, severance, termination or constructive dismissal; (b) the estimated incremental payments that are triggered by, or result from, change of control, severance, termination or constructive dismissal; (c) any relationship between the other party to the agreement and a director or named executive officer of the company or any of its subsidiaries.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 194
2.6. Oversight and description of director and named executive officer
compensation
(1) Disclose who determines director compensation and how and when it is determined. (2) Disclose who determines named executive officer compensation and how and when it is determined. (3) For each named executive officer, disclose each of the following:
(a) a description of all significant elements of compensation awarded to, earned by, paid or payable to the named executive officer for the most recently completed financial year, including at a minimum each element of compensation that accounts for 10% or more of the named executive officer’s total compensation; (b) whether total compensation or any significant element of total compensation is tied to one or more performance criteria or goals, including for example, milestones, agreements or transactions and, if so, (i) describe the performance criteria and goals, and (ii) indicate the weight or approximate weight assigned to each performance criterion or goal; (c) any significant events that have occurred during the most recently completed financial year that have significantly affected compensation including whether any performance criterion or goal was waived or changed and, if so, why; (d) how the company determines the amount to be paid for each significant element of compensation referred to in paragraph (a), including whether the process is based on objective, identifiable measures or a subjective decision; (e) whether a peer group is used to determine compensation and, if so, describe the peer group and why it is considered appropriate; (f) any significant changes to the company’s compensation policies that were made during or after the most recently completed financial year that could or will have an effect on director or named executive officer compensation. (4) Despite subsection (3), if a reasonable person would consider that disclosure of a previously undisclosed specific performance criterion or goal would seriously prejudice the company’s interests, the company is not required to disclose the criterion or goal provided that the company does each of the following:
(a) discloses the percentage of the named executive officer’s total compensation that relates to the undisclosed criterion or goal;

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 195 (b) discloses the anticipated difficulty in achieving the performance criterion or goal; (c) states that it is relying on this exemption from the disclosure requirement; (d) explains why disclosing the performance criterion or goal would seriously prejudice its interests. (5) For the purposes of subsection (4), a company’s interests are considered not to be seriously prejudiced solely by disclosing a performance goal or criterion if that criterion or goal is based on broad corporate-level financial performance metrics such as earnings per share, revenue growth, or earnings before interest, taxes, depreciation and amortization (EBITDA).
2.7. Pension disclosure
If the company provides a pension to a director or named executive officer, provide for each such individual the additional disclosure required by Item 5 of Form 51-102F6.
2.8. Companies reporting in the United States
(1) Except as provided in subsection (2), SEC issuers may satisfy the requirements of this form by providing the information that they disclose in the United States pursuant to item 402 “Executive compensation” of Regulation S-K under the 1934 Act. (2) Subsection (1) does not apply to a company that, as a foreign private issuer, satisfies Item 402 of Regulation S-K by providing the information required by Items 6.B “Compensation” and 6.E.2 “Share Ownership” of Form 20-F under the 1934 Act. M.O. 2015-07, s. 12. TRANSITIONAL PROVISIONS M.O. 2010-17, 2010 G.O. 2, 3918
35. This Regulation only applies to documents required to be prepared, filed, delivered
or sent under Regulation 51-102 respecting Continuous Disclosure Obligations for periods relating to financial years beginning on or after January 1, 2011. However, an issuer may apply the amendments set out in this Regulation to all documents required to be prepared, filed, delivered or sent under Regulation 51-102 respecting Continuous Disclosure Obligations for periods relating to a financial year that begins before January 1, 2011 if the immediately preceding financial year ends no earlier than December 21, 2010 and if the issuer is relying on the exemption in section 5.3 of Regulation 52-107 respecting Acceptable Accounting Principles and Auditing Standards.

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 196 M.O. 2011-05, 2011 G.O. 2, 3006
4. This Regulation only applies to documents required to be prepared, filed, delivered
or sent under Regulation 51-102 respecting Continuous Disclosure Obligations for periods relating to financial years ending on or after October 31, 2011. M.O. 2012-05, 2011 G.O. 2, 1171
5. The effect of this Regulation applies only to documents required to be prepared,
filed, delivered or sent under Regulation 51-102 respecting Continuous Disclosure Obligations for periods relating to a financial year ending on or after April 20, 2012; for documents required to be prepared, filed, delivered or sent under that Regulation for periods relating to a financial year ending before April 20, 2012, the provisions of that Regulation in force on April 19, 2012 apply. M.O. 2013-01, 2013 G.O. 2, 248
8. Despite section 9.1.1 of the Regulation, as enacted by section 5, a person must
not use notice-and-access to send proxy-related materials to a registered holder of voting securities of a reporting issuer in respect of a meeting of the reporting issuer that takes place before March 1, 2013.
9. A reporting issuer must not rely on section 9.1.5 of the Regulation, as enacted by
section 5, in respect of a meeting that takes place before February 15, 2013.
Decision 2005-PDG-0113, 2005-05-09
Bulletin de l'Autorité: 2005-06-03, Vol. 2 n° 22 M.O. 2005-03, 2005 G.O. 2, 1507 Erratum: 2005 G.O. 2, 3727 Amendments Decision 2005-PDG-0360, 2005-11-15 Bulletin de l'Autorité: 2005-12-16, Vol. 2 n° 50 M.O. 2005-25, 2005 G.O. 2, 5221 Decision 2006-PDG-0218, 2006-12-12 Bulletin de l'Autorité: 2007-01-05, Vol. 4 n° 1 M.O. 2006-04, 2006 G.O. 2, 4125 Decision 2007-PDG-0208, 2007-11-30 Bulletin de l'Autorité: 2008-01-11, Vol. 5 n°1 M.O. 2007-08, 2007 G.O. 2, 4091 Decision 2008-PDG-0058, 2008-02-22 Bulletin de l'Autorité: 2008-03-14, Vol. 5 n° 10 M.O. 2008-06, 2008 G.O. 2, 726

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 197 Decision 2008-PDG-0158, 2008-06-10 Bulletin de l'Autorité: 2008-07-04, Vol. 5 n° 26 M.O. 2008-10, 2008 G.O. 2, 2569 Decision 2008-PDG-0260, 2008-11-17 Bulletin de l'Autorité: 2008-12-12 Vol. 5 n ° 49 M.O. 2008-17, 2008 G.O. 2, 5482 Decision 2008-PDG-0255, 2008-11-20 Bulletin de l'Autorité: 2008-12-19, Vol. 5 n ° 50 M.O. 2008-18, 2008 G.O. 2, 5493 Erratum: 2009 G.O. 2, 55 Decision 2009-PDG-0118, 2009-09-04 Bulletin de l'Autorité: 2009-09-25, Vol. 6 n ° 38 M.O. 2009-05, 2009 G.O. 2, 3362A Decision 2010-PDG-0216, 2010-11-22 Bulletin de l'Autorité: 2010-12-17, Vol. 7 n° 50 M.O. 2010-17, 2010 G.O. 2, 3918 Decision 2011-PDG-0070, 2011-05-30 Bulletin de l'Autorité: 2011-07-01, Vol. 8 n° 26 M.O. 2011-02, 2011 G.O. 2, 1418 Decision 2011-PDG-0145, 2011-09-20 Bulletin de l'Autorité: 2011-10-28, Vol. 8 n° 43 M.O. 2011-05, 2011 G.O. 2, 3006 Decision 2012-PDG-0037, 2012-03-01 Bulletin de l’Autorité : 2012-04-20, Vol. 9 n° 16 M.O. 2012-05, 2012 G.O. 2, 1171 Decision 2012-PDG-0234, 2012-12-20 Bulletin de l’Autorité : 2013-02-07, Vol. 10 n° 5 M.O. 2013-01, 2013 G.O. 2, 248 Decision 2013-PDG-0052, 2013-04-03 Bulletin de l’Autorité : 2013-05-09, Vol. 10 n° 18 M.O. 2013-04, 2013 G.O. 2, 1152 Decision 2013-PDG-0068, 2013-04-24 Bulletin de l’Autorité: 2013-05-30, Vol. 10, n° 21 M.O. 2013-09, 2013 G.O. 2, 1386 Decision 2014-PDG-0093, 2014-08-19 Bulletin de l’Autorité: 2014-09-25, Vol. 11 n° 38 M.O. 2014-07, 2014 G.O. 2, 2287 Decision 2015-PDG-0079, 2015-05-20 Bulletin de l’Autorité: 2015-06-25, Vol. 12 n° 25 M.O. 2015-07, 2015 G.O. 2, 1104 Decision 2015-PDG-0152, 2015-09-30 Bulletin de l’Autorité: 2015-11-05, Vol. 12 n° 44 M.O. 2015-15, 2015 G.O. 2, 2911

REGULATION IN FORCE FROM NOVEMBER 18, 2020 TO JUNE 8, 2023 Regulation 51-102 November 18, 2020 PAGE 198 Decision 2018-PDG-0035, 2018-05-02 Bulletin de l’Autorité: 2018-06-07, Vol. 15, n° 22 M.O. 2018-03, 2018 G.O. 2, 2356 Decision 2020-PDG-0060, 2020-09-29 Bulletin de l’Autorité: 2020-11-12, Vol. 17, n° 45 M.O. 2020-20, 2020 G.O. 2, 3099