Exhibit 6
Form
45-106F1 Report of Exempt Distribution
An
issuer or underwriter that is required to file a report of exempt distribution and pay the applicable fee must file the report and pay
the fee as follows:
| ● | In
British Columbia – through BCSC eServices at http://www.bcsc.bc.ca. |
| ● | In
Ontario – through the online e-form available at http://www.osc.gov.on.ca. |
| ● | In
all other jurisdictions – through the System for Electronic Document Analysis and
Retrieval (SEDAR) in accordance with National Instrument 13-101 System for Electronic
Document Analysis and Retrieval (SEDAR) if required, or otherwise with the securities
regulatory authority or regulator, as applicable, in the applicable jurisdictions at the
addresses listed at the end of this form. |
The
issuer or underwriter must file the report in a jurisdiction of Canada if the distribution occurs in the jurisdiction. If a distribution
is made in more than one jurisdiction of Canada, the issuer or underwriter may satisfy its obligation to file the report by completing
a single report identifying all purchasers, and file the report in each jurisdiction of Canada in which the distribution occurs. Filing
fees payable in a particular jurisdiction are not affected by identifying all purchasers in a single report.
In
order to determine the applicable fee in a particular jurisdiction of Canada, consult the securities legislation of that jurisdiction.
| 2. | Issuers
located outside of Canada |
If
an issuer located outside of Canada determines that a distribution has taken place in a jurisdiction of Canada, include information about
purchasers resident in that jurisdiction only.
An
issuer may use one report for multiple distributions occurring within 10 days of each other, provided the report is filed on or before
the 10th day following the first distribution date. However, an investment fund issuer that is relying on the exemptions set out in subsection
6.2(2) of NI 45-106 may file the report annually in accordance with that subsection.
| 4. | References
to purchaser |
References
to a purchaser in this form are to the beneficial owner of the securities.
However,
if a trust company, trust corporation, or registered adviser described in paragraph (p) or (q) of the definition of “accredited
investor” in section 1.1 of NI 45-106 has purchased the securities on behalf of a fully managed account, provide information about
the trust company, trust corporation or registered adviser only; do not include information about the beneficial owner of the fully managed
account.
References
to “issuer” in this form include an investment fund issuer and a non-investment fund issuer, unless otherwise specified.
| 6. | Investment
fund issuers |
If
the issuer is an investment fund, complete Items 1-3, 6-8, 10, 11 and Schedule 1 of this form.
| 7. | Mortgage
investment entities |
If
the issuer is a mortgage investment entity, complete all applicable items of this form other than Item 6.
The
report must be filed in English or in French. In Québec, the issuer or underwriter must comply with linguistic rights and obligations
prescribed by Québec law.
All
dollar amounts in the report must be in Canadian dollars. If the distribution was made or any compensation was paid in connection with
the distribution in a foreign currency, convert the currency to Canadian dollars using the daily noon exchange rate of the Bank of Canada
on the distribution date. If the distribution date occurs on a date when the daily noon exchange rate of the Bank of Canada is not available,
convert the currency to Canadian dollars using the most recent closing exchange rate of the Bank of Canada available before the distribution
date. For investment funds in continuous distribution, convert the currency to Canadian dollars using the average daily noon exchange
rate of the Bank of Canada for the distribution period covered by the report.
If
the Bank of Canada no longer publishes a daily noon exchange rate and closing exchange rate, convert foreign currency using the daily
single indicative exchange rate of the Bank of Canada in the same manner described in each of the three scenarios above.
If
the distribution was not made in Canadian dollars, provide the foreign currency in Item 7(a) of the report.
| 10. | Date
of information in report |
Unless
otherwise indicated in this form, provide the information as of the distribution end date.
For
the date of formation, provide the date on which the issuer was incorporated, continued or organized (formed). If the issuer resulted
from an amalgamation, arrangement, merger or reorganization, provide the date of the most recent amalgamation, arrangement, merger or
reorganization.
Wherever
this form requires disclosure of the type of security, use the following security codes:
| Security
code |
Security
type |
| BND |
Bonds |
| CER |
Certificates
(including pass-through certificates, trust certificates) |
| CMS |
Common
shares |
| CVD |
Convertible
debentures |
| CVN |
Convertible
notes |
| CVP |
Convertible
preferred shares |
| DEB |
Debentures |
| FTS |
Flow-through
shares |
| FTU |
Flow-through
units |
| LPU |
Limited
partnership units |
| NOT |
Notes
(include all types of notes except convertible notes) |
| OPT |
Options |
| PRS |
Preferred
shares |
| RTS |
Rights |
| UBS |
Units
of bundled securities (such as a unit consisting of a common share and a warrant) |
| UNT |
Units
(exclude units of bundled securities, include trust units and mutual fund units) |
| WNT |
Warrants |
| OTH |
Other
securities not included above (if selected, provide details of security type in Item 7d) |
| 1. | For
the purposes of this form: |
“designated
foreign jurisdiction” means Australia, France, Germany, Hong Kong, Italy, Japan, Mexico, the Netherlands, New Zealand, Singapore,
South Africa, Spain, Sweden, Switzerland or the United Kingdom of Great Britain and Northern Ireland;
“eligible
foreign security” means a security offered primarily in a foreign jurisdiction as part of a distribution of securities in either
of the following circumstances:
| |
(a) |
the security is issued by
an issuer |
| (i) | that
is incorporated, formed or created under the laws of a foreign jurisdiction, |
| (ii) | that
is not a reporting issuer in a jurisdiction of Canada, |
| (iii) | that
has its head office outside of Canada, and |
| (iv) | that
has a majority of the executive officers and a majority of the directors ordinarily resident
outside of Canada; |
| |
(b) |
the security is issued or
guaranteed by the government of a foreign jurisdiction; |
“foreign
public issuer” means an issuer where any of the following apply:
| (a) | the
issuer has a class of securities registered under section 12 of the 1934 Act; |
| (b) | the
issuer is required to file reports under section 15(d) of the 1934 Act; |
| (c) | the
issuer is required to provide disclosure relating to the issuer and the trading in its securities
to the public, to security holders of the issuer or to a regulatory authority and that disclosure
is publicly available in a designated foreign jurisdiction; |
“legal
entity identifier” means a unique identification code assigned to the person
| (a) | in
accordance with the standards set by the Global Legal Entity Identifier System, or |
| (b) | that
complies with the standards established by the Legal Entity Identifier Regulatory Oversight
Committee for pre-legal entity identifiers; |
“permitted
client” has the same meaning as in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations;
“SEDAR
profile” means a filer profile required under section 5.1 of National Instrument 13-101 System for Electronic Document Analysis
and Retrieval (SEDAR).
| 2. | For
the purposes of this form, a person is connected with an issuer or an investment fund manager
if either of the following applies: |
| (a) | one
of them is controlled by the other; |
| (b) | each
of them is controlled by the same person. |
Schedule
1 to Form 45-106F1 (Confidential Purchaser information)
Schedule
1 must be filed in the format of an Excel spreadsheet in a form acceptable to the securities regulatory authority or regulator.
The
information in this schedule will not be placed on the public file of any securities regulatory authority or regulator. However, freedom
of information legislation may require the securities regulatory authority or regulator to make this information available if requested.
| a) | General
information (provide only once) |
| 1. | Name
of issuer |
| 2. | Certification
date (YYYY-MM-DD) |
Provide
the following information for each purchaser that participated in the distribution. For each purchaser, create separate entries for each
distribution date, security type and exemption relied on for the distribution.
| b) | Legal
name of purchaser |
| 1. | Family
name |
| 2. | First
given name |
| 3. | Secondary
given names |
| 4. | Full
legal name of non-individual (if applicable) |
| c) | Contact
information of purchaser |
| 1. | Residential
street address |
| 2. | Municipality |
| 3. | Province/State |
| 4. | Postal
code/Zip code |
| 5. | Country |
| 6. | Telephone
number |
| 7. | Email
address (if available) |
| d) | Details
of securities purchased |
| 1. | Date
of distribution (YYYY-MM-DD) |
| 2. | Number
of securities |
| 3. | Security
code |
| 4. | Amount
paid (Canadian $) |
| e) | Details
of exemption relied on |
| 1. | Rule,
section and subsection number |
| 2. | If
relying on section 2.3 [Accredited investor] of NI 45-106, provide the paragraph number
in the definition of “accredited investor” in section 1.1 of NI 45-106 that applies
to the purchaser. (select only one) |
| 3. | If
relying on section 2.5 [Family, friends and business associates] of NI 45-106, provide:
|
| a. | the
paragraph number in subsection 2.5(1) that applies to the purchaser (select only one);
and |
| | b. | if
relying on paragraphs 2.5(1)(b) to (i), provide: |
| i. | the
name of the director, executive officer, control person, or founder of the issuer or affiliate
of the issuer claiming a relationship to the purchaser. (Note: if Item 9(a) has been completed,
the name of the director, executive officer or control person must be consistent with the
name provided in Item 9 and Schedule 2.) |
| ii. | the
position of the director, executive officer, control person, or founder of the issuer or
affiliate of the issuer claiming a relationship to the purchaser. |
| 4. | If
relying on subsection 2.9(2) or, in Alberta, New Brunswick, Nova Scotia, Ontario, Québec,
or Saskatchewan, subsection 2.9(2.1) [Offering memorandum] of NI 45-106 and the purchaser
is an eligible investor, provide the paragraph number in the definition of “eligible
investor” in section 1.1 of NI 45-106 that applies to the purchaser. (select only
one) |
| 1. | Is
the purchaser a registrant? (Y/N) |
| 2. | Is
the purchaser an insider of the issuer? (Y/N) (not applicable if the issuer is an investment
fund) |
| 3. | Full
legal name of person compensated for distribution to purchaser. If the person compensated
is a registered firm, provide the firm NRD number only. (Note: the name must be consistent
with name of the person compensated as provided in Item 8.) |
INSTRUCTIONS
FOR SCHEDULE 1
Any
securities issued as payment for commissions or finder’s fees must be disclosed in Item 8 of the report, not in Schedule 1.
Details
of exemption relied on – When identifying the exemption the issuer relied on for the distribution to each purchaser, refer
to the rule, statute or instrument in which the exemption is provided and identify the specific section and, if applicable, subsection
or paragraph. For example, if the issuer is relying on an exemption in a National Instrument, refer to the number of the National Instrument,
and the subsection or paragraph number of the specific provision. If the issuer is relying on an exemption in a local blanket order,
refer to the blanket order by number.
For
exemptions that require the purchaser to meet certain characteristics, such as the exemption in section 2.3 [Accredited investor],
section 2.5 [Family, friends and business associates] or subsection 2.9(2) or, in Alberta, New Brunswick, Nova Scotia, Ontario,
Québec, or Saskatchewan, subsection 2.9(2.1) [Offering memorandum] of NI 45-106, provide the specific paragraph in the
definition of those terms that applies to each purchaser.
Reports
filed under paragraph 6.1(1)(j) [TSX Venture Exchange offering] of NI 45-106 – For reports filed under paragraph 6.1(1)(j)
[TSX Venture Exchange offering] of NI 45-106, Schedule 1 needs to list the total number of purchasers by jurisdiction only, and
is not required to include the name, residential address, telephone number or email address of the purchasers.
Schedule
2 to Form 45-106F1 (Confidential Director, Executive Officer, Promoter and Control Person Information)
Schedule
2 must be filed in the format of an Excel spreadsheet in a form acceptable to the securities regulatory authority or regulator.
Complete
the following only if Item 9(a) is required to be completed. This schedule also requires information to be provided about control
persons of the issuer at the time of the distribution.
The
information in this schedule will not be placed on the public file of any securities regulatory authority or regulator. However, freedom
of information legislation may require the securities regulatory authority or regulator to make this information available if requested.
| a) | General
information (provide only once) |
| 1. | Name
of issuer |
| 2. | Certification
date (YYYY-MM-DD) |
| b) | Business
contact information of Chief Executive Officer (if not provided in Item 10 or 11 of report) |
| 1. | Email
address |
| 2. | Telephone
number |
| c) | Residential
address of directors, executive officers, promoters and control persons of the issuer |
Provide
the following information for each individual who is a director, executive officer, promoter or control person of the issuer at the time
of the distribution. If the promoter or control person is not an individual, provide the following information for each director and
executive officer of the promoter and control person. (Note: names of directors, executive officers and promoters must be consistent
with the information in Item 9 of the report, if required to be provided.)
| 1. | Family
name |
| 2. | First
given name |
| 3. | Secondary
given names |
| 4. | Residential
street address |
| 5. | Municipality |
| 6. | Province/State |
| 7. | Postal
code/Zip code |
| 8. | Country |
| 9. | Indicate
whether the individual is a control person, or a director and/or executive officer of a control
person (if applicable) |
| d) | Non-individual
control persons (if applicable) |
If
the control person is not an individual, provide the following information. For locations within Canada, state the province or territory,
otherwise state the country.
| 1. | Organization
or company name |
| 2. | Province
or country of business location |
Questions:
Refer
any questions to:
Alberta
Securities Commission
Suite
600, 250 – 5th Street SW
Calgary,
Alberta T2P 0R4
Telephone:
(403) 297-6454
Toll
free in Canada: 1-877-355-0585
Facsimile:
(403) 297-2082
British
Columbia Securities Commission
P.O.
Box 10142, Pacific Centre
701
West Georgia Street
Vancouver,
British Columbia V7Y 1L2
Inquiries:
(604) 899-6854
Toll
free in Canada: 1-800-373-6393
Facsimile:
(604) 899-6581
Email:
inquiries@bcsc.bc.ca
The
Manitoba Securities Commission
500
– 400 St. Mary Avenue
Winnipeg,
Manitoba R3C 4K5
Telephone:
(204) 945-2548
Toll
free in Manitoba 1-800-655-5244
Facsimile:
(204) 945-0330
Financial
and Consumer Services Commission (New Brunswick)
85
Charlotte Street, Suite 300
Saint
John, New Brunswick E2L 2J2
Telephone:
(506) 658-3060
Toll
free in Canada: 1-866-933-2222
Facsimile:
(506) 658-3059
Email:
info@fcnb.ca
Government
of Newfoundland and Labrador
Financial
Services Regulation Division
P.O.
Box 8700
Confederation
Building
2nd
Floor, West Block
Prince
Philip Drive
St.
John’s, Newfoundland and Labrador A1B 4J6
Attention:
Director of Securities
Telephone:
(709) 729-4189
Facsimile:
(709) 729-6187
Government
of the Northwest Territories
Office
of the Superintendent of Securities
P.O.
Box 1320
Yellowknife,
Northwest Territories X1A 2L9
Attention:
Deputy Superintendent, Legal & Enforcement
Telephone:
(867) 920-8984
Facsimile:
(867) 873-0243
Nova
Scotia Securities Commission
Suite
400, 5251 Duke Street
Duke
Tower
P.O.
Box 458
Halifax,
Nova Scotia B3J 2P8
Telephone:
(902) 424-7768
Facsimile:
(902) 424-4625 |
|
Government
of Nunavut
Department
of Justice
Legal
Registries Division
P.O.
Box 1000, Station 570
1st
Floor, Brown Building
Iqaluit,
Nunavut X0A 0H0
Telephone:
(867) 975-6590
Facsimile:
(867) 975-6594
Ontario
Securities Commission
20
Queen Street West, 22nd Floor
Toronto,
Ontario M5H 3S8
Telephone:
(416) 593- 8314
Toll
free in Canada: 1-877-785-1555
Facsimile:
(416) 593-8122
Email:
exemptmarketfilings@osc.gov.on.ca
Public
official contact regarding indirect collection of information: Inquiries Officer
Prince
Edward Island Securities Office
95
Rochford Street, 4th Floor Shaw Building
P.O.
Box 2000
Charlottetown,
Prince Edward Island C1A 7N8
Telephone:
(902) 368-4569
Facsimile:
(902) 368-5283
Autorité
des marchés financiers
800,
Square Victoria, 22e étage
C.P.
246, Tour de la Bourse
Montréal,
Québec H4Z 1G3
Telephone:
(514) 395-0337 or 1-877-525-0337
Facsimile:
(514) 873-6155 (For filing purposes only)
Facsimile:
(514) 864-6381 (For privacy requests only)
Email:
financementdessocietes@lautorite.qc.ca (For corporate finance issuers); fonds_dinvestissement@lautorite.qc.ca (For investment fund
issuers)
Financial
and Consumer Affairs Authority of Saskatchewan
Suite
601 - 1919 Saskatchewan Drive
Regina,
Saskatchewan S4P 4H2
Telephone:
(306) 787-5879
Facsimile:
(306) 787-5899
Government
of Yukon
Department
of Community Services
Law
Centre, 3rd Floor
2130
Second Avenue
Whitehorse,
Yukon Y1A 5H6
Telephone:
(867) 667-5314
Facsimile:
(867) 393-6251
|