Form F-10 - Registration Statement Under The Securities Act Of 1933 (Page 2 of 11) in pdf

CALCULATION OF REGISTRATION FEE*

Title of each

Proposed maximum

class of securities

Amount to be

offering price

aggregate offering

Amount of

to be registered

registered

per unit

price

registration fee

* See General Instructions II.G.-II.I. for rules as to calculation of the registration fee.

If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered on this

registration statement changes, the provisions of Rule 416 shall apply to this registration statement.

If it is proposed that this ﬁ ling become effective pursuant to Rule 467(b), the following legend shall appear on the cover page of

this Form:

“The Registrant hereby amends this registration statement on such date or dates as may be necessary

to delay its effective date until the registration statement shall become effective as provided in Rule

467 under the Securities Act of 1933 or on such date as the Commission, acting pursuant to Section

8(a) of the Act, may determine.”

GENERAL INSTRUCTIONS

I. General Eligibility Requirements for Use of Form F-10

A. Form F-10 may be used for the registration of securities under the Securities Act of 1933 (the “Securities Act”), including

securities to be issued in an exchange offer or in connection with a statutory amalgamation, merger, arrangement or other

reorganization requiring the vote of shareholders of the participating companies (a “business combination”).

B. This Form may not be used for registration of derivative securities except: (1) warrants, options and rights, provided that such

securities and the underlying securities to which they relate are issued by the Registrant, its parent or an afﬁliate of either;

and (2) convertible securities, provided that such securities are convertible only into securities of the Registrant, its parent or

an afﬁliate of either.

Instruction: For purposes of this Form, an “afﬁliate” of a person is anyone who beneﬁcially owns, directly or indirectly, or

exercises control or direction over, more than 10 percent of the outstanding equity shares of such person. The determination

of a person’s afﬁliates shall be made as of the end of such person’s most recently completed ﬁ scal year.

C. Form F-10 is available to any Registrant that:

(1) is incorporated or organized under the laws of Canada or any Canadian province or territory;

(2) is a foreign private issuer;

(3) has been subject to the continuous disclosure requirements of any securities commission or equivalent regulatory authority

in Canada for a period of at least 12 calendar months immediately preceding the ﬁling of this Form, and is currently in

compliance with such obligations, provided, however, that in case of a business combination, each participating company

other than the successor Registrant must meet such 12-month reporting obligation, except that any such participating

company shall not be required to meet such reporting requirement if other participating companies whose assets and

gross revenues, respectively, would contribute at least 80 percent of the total assets and gross revenues from continuing

operations of the successor Registrant, as measured based on pro forma combination of the participating companies’

most recently completed ﬁscal years, each meet such reporting requirement; and

(4) has an aggregate market value of the public ﬂoat of its outstanding equity shares of $75 million or more; provided,

however, that in the case of a business combination, the aggregate market value of the public ﬂoat of the outstanding

equity shares of each participating company other than the successor Registrant is $75 million or more, except that any

such participating company shall not be required to meet such public ﬂoat requirement if other participating companies

whose assets and gross revenues, respectively, would contribute at least 80 percent of the total assets and gross revenues

Form F-10 - Registration Statement Under The Securities Act Of 1933 Page 2

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