PRIVATE PLACEMENTS

Pricing, Size and Discounts

Under the TSX rules in place prior to January 1, 2005, a listed issuer was not permitted to enter into a private placement transaction that resulted in more than 25% of a listed issuer's capital being issued or subject to issuance in a six month period unless prior security holder approval was obtained.

Under the amendments, "blanket" advance approval of private placements will no longer be accepted. Subject to certain exceptions, private placements that are priced at or above market will no longer be reviewed by the TSX and the number of securities issuable are no longer subject to a 25% threshold. In relation to private placements priced below the prevailing market price, the amendments now provide that the 25% threshold will be calculated on a per transaction basis rather than over a six month period.

The amendments also allow listed issuers to set a price per security for a particular transaction below the specified discount limits if security holder approval is obtained.

TSX Acceptance

The amendments also provide for an expedited 3 day acceptance process (7 days previously) for private placements that are priced at or above market and for discounted private placements that do not exceed the 25% threshold. The TSX has also removed the requirement that issuers file a questionnaire and an undertaking of placees not to trade securities for the hold period under securities legislation.