Thus, for example, officers who are not principals (meaning other than directors, the CEO, CFO and COO) are not subject to the new regime if they have neither access to information regarding material facts or changes nor significant influence over the issuer. Moreover, reporting insiders (as defined in the Regulation) must disclose contracts affecting their economic exposure and transactions affecting their economic interest or on a related financial instrument. Also subject to the reporting requirements are significant shareholders "post-conversion", management companies and their directors, various insiders of a major subsidiary of an income trust, and certain officers of a subsidiary that is not a major subsidiary while they are working on a significant business acquisition or reorganization, or a market moving operation.

In addition, while the 10-day deadline for an initial report is unchanged, as of November 1, 2010 any change will need to be disclosed in a new report within five (calendar) days of the transaction.

The new regime also provides for "alternative" reports for transactions made under an automatic share purchase plan and for compensation arrangements. The new regulation also provides for various exemptions, most of which existed under the previous regime.

The new Regulation 55-104 and its Policy Statement are lengthy and complex and we have thought it useful to offer a summary to assist you in your review of these new requirements. We think it essential that issuers and their insiders or potential insiders understand these new rules.

Please do not hesitate to contact us for more details.