Sec Form 40-F - Registration Statement/annual Report (Page 15 of 17) in pdf

C. Compliance with Auditor Independence and Reconciliation Requirements

(1) The Commission’s rules on auditor independence, as codified in Section 600 of the Codification of Financial Reporting

Policies, apply to auditor reports on all financial statements that are included in this registration statement or annual report,

except that such rules do not apply with respect to periods prior to the most recent fiscal year for which financial statements

are included in a registration statement under the Securities Act filed by the issuer on Form F-8, Form F-9, Form F-10 or Form

F-80 or under the Exchange Act filed by the issuer on Form 40-F. Notwithstanding the exception in the previous sentence,

such rules do apply with respect to any periods prior to the most recent fiscal year if the issuer previously was required to

file with the Commission a report or registration statement containing an audit report on financial statements for such prior

periods as to which the Commission’s rules on auditor independence applied.

(2) Any financial statements, other than interim financial statements, included in this Form by registrants registering securities

pursuant to Section 12 of the Exchange Act or reporting pursuant to the provisions of Section 13(a) or 15(d) of the Exchange

Act must be reconciled to U.S. GAAP as required by Item 17 of Form 20-F under the Exchange Act, unless this Form is filed

with respect to a reporting obligation under Section 15(d) that arose solely as a result of a filing made on Form F-7, F-8, F-9

or F-80, in which case no such reconciliation is required.

D. Application of General Rules and Regulations

(1) Rules 12b-2, 12b-5, 12b-10, 12b-11, 12b-12, 12b-13, 12b-14, 12b-21, 12b-22, 12b-23, 12b-25, 12b-33 and 12b-37 under the

Exchange Act shall not apply to filings on this Form. The rules and regulations applicable in the home jurisdiction regarding

the form and method of preparation of disclosure documents shall apply to filings on this Form. Exchange Act rules and

regulations other than Rules 12b-2, 12b-5, 12b-10, 12b-11, 12b-12, 12b-13, 12b-14, 12b-21, 12b-22, 12b-23, 12b-25, 12b-33 and

12b-37 shall apply to filings on this Form unless specifically excluded in this Form. Pursuant to Rule 13a-3, an eligible

registrant that files reports on Form 40-F and Form 6-K is deemed to satisfy the requirements of Regulation 13A under the

Exchange Act.

(2) A registration statement on this Form shall be deemed to be filed on the proper form unless objection to the Form is made

by the Commission prior to the effective date.

(3) An annual report on this Form or any amendment thereto shall be filed the same day the information included therein is due

to be filed with any securities commission or equivalent regulatory authority in Canada.

(4) A registration statement filed pursuant to Section 12 of the Exchange Act on this Form shall become effective in accordance

with Section 12(d) and Rule 12b-6 or Section 12(g)(1) of such Act, as applicable.

(5) Rule 12b-20, which provides that in addition to the information expressly required to be included in a statement or report,

there shall be added such further material information, if any, as may be necessary to make the required statements, in light

of the circumstances under which they are made, not misleading, shall apply to filings on this Form.

(6) Pursuant to Rule 12b-15, all amendments to this Form shall be filed under cover of Form 8.

(7) A filer must file the Form 40-F registration statement or annual report in electronic format via the Commission’s Electronic

Data Gathering, Analysis, and Retrieval (EDGAR) system in accordance with the EDGAR rules set forth in Regulation S-T

(17 CFR Part 232). For assistance with technical questions about EDGAR or to request an access code, call the EDGAR Filer

Support Office at (202) 942-8900. For assistance with the EDGAR rules, call the Office of EDGAR and Information Analysis

at (202) 942-2940.

If filing the Form 40-F registration statement or annual report in paper under a hardship exemption in Rule 201 or 202 of

Regulation S-T (17 CFR 232.201 or 232.202), or as otherwise permitted, a filer must file with the Commission at its principal

office five copies of the complete registration statement or annual report, including exhibits and all other documents filed

as a part of the registration statement or annual report. The filer must bind, staple or otherwise compile each copy in one

or more parts without stiff covers. The filer must further bind the registration statement or annual report on the side or

stitching margin in a manner that leaves the reading matter legible. The filer must provide three additional copies of the

registration statement or annual report without exhibits to the Commission.

(8) An electronic filer must provide the signatures required for the Form 40-F registration statement or annual report in

accordance with Regulation S-T Rule 302 (17 CFR 232.302). A paper filer must have at least one copy of the Form 40-F

registration statement or annual report signed by an officer authorized to sign the registration statement or annual report.

A paper filer must also conform the unsigned copies.

Sec Form 40-F - Registration Statement/annual Report Page 15

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