(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;
(c) the issuer is unable to provide the financial statements in respect of the acquisition otherwise required under sections 32.2 and 32.3 because those financial statements do not exist or because the issuer does not have access to those financial statements;
(e) subject to subsections (2) and (3), in respect of the business for each of the financial periods for which financial statements would, but for this section, be required under sections 32.2 and 32.3, the prospectus includes
(ii) a pro forma operating statement of the issuer that gives effect to the acquisition completed or to be completed since the beginning of the issuer’s most recently completed financial year for which financial statements are required to be included in the prospectus, as if the acquisition had taken place at the beginning of that financial year, for each of the financial periods referred to in paragraph 32.7(2)(b), unless
(B) the inclusion of the pro forma financial statements is not necessary for the prospectus to contain full, true and plain disclosure of all material facts relating to the securities to be distributed;
(iii) a description of the property or properties and the interest acquired by the issuer; and
(iv) disclosure of the annual oil and gas production volumes from the business;
(f) the operating statement for the three most recently completed financial years has been audited;
(g) the prospectus discloses
(i) the estimated reserves and related future net revenue attributable to the business, the material assumptions used in preparing the estimates and the identity and relationship to the issuer or to the vendor of the person who prepared the estimates; and
(ii) the estimated oil and gas production volumes from the business for the first year reflected in the estimated disclosure under subparagraph (i).
(2) Subparagraphs (1)(e)(i), (ii) and (iv) do not apply if production, gross sales, royalties, production costs and operating income were nil, or are reasonably expected to be nil for the business for each financial period and the prospectus discloses that fact.
(b) a report in the form of Form 51-101F2 on the reserves data included in the disclosure required under paragraph (a);
(c) a report in the form of Form 51-101F3 that refers to the information disclosed under paragraph (a).