however, that the securities of the subsidiary are only convertible or exchangeable, if at all, for the securities of the parent.
I.
If the Registrant is a successor Registrant subsisting after a business combination, it shall be deemed to meet the 36-month
reporting requirement of I.C.(3) above if: (1) the time the successor Registrant has been subject to the continuous disclosure
requirements of any securities commission or equivalent regulatory authority in Canada, when added separately to the time
each predecessor had been subject to such requirements at the time of the business combination, in each case equals at least
36 calendar months, provided, however, that any predecessor need not be considered for purposes of the reporting history
calculation if the reporting histories of predecessors 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 such participating companies’ most recently completed fiscal years immediately prior to the
business combination, when combined with the reporting history of the successor Registrant in each case satisfy such 36-month
reporting requirement and (2) the successor Registrant has been subject to such continuous disclosure requirements since the
business combination, and is currently in compliance with its obligations thereunder.
J.
This Form shall not be used for registration of securities if no takeover bid circular or issuer bid circular (in the case of an
exchange offer) or information circular (in the case of a business combination) or prospectus (in all other cases) is prepared
pursuant to the requirements of any Canadian jurisdiction due to the availability of an exemption from such requirements.
K. This Form shall not be used if the Registrant or, in the case of an exchange offer, the issuer of the subject securities is an
investment company registered or required to be registered under the Investment Company Act of 1940.
II. Application of General Rules and Regulations
A. A registration statement on this Form, and any amendment thereto, shall become effective in accordance with Rule 467 under
the Securities Act.
B. The rules comprising Regulation C under the Securities Act shall not apply to filings on this Form unless specifi cally referred
to in the Form. Instead, 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. A registration statement or amendment thereto 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. Securities Act rules and regulations other than Regulation C shall apply to filings on this Form unless
specifically excluded in this Form.
C. Rule 408 under the Securities Act, which provides that in addition to the information expressly required to be included in the
registration statement, 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.
D. A registrant must file the registration statement 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 registration statement 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 registrant must file with the Commission at its principal office fi ve copies
of the complete registration statement and any amendments, including exhibits and all other documents filed as a part of the
registration statement or amendment. The registrant must bind, staple or otherwise compile each copy in one or more parts
without stiff covers. The registrant must further bind the registration statement or amendment on the side or stitching margin
in a manner that leaves the reading matter legible. The registrant must provide three additional copies of the registration
statement or amendment without exhibits to the Commission.
E. Any amendment to a registration statement on this Form shall be filed under cover of an appropriate facing sheet, shall be
numbered consecutively in the order in which filed, and shall indicate on the facing sheet the applicable registration form on
which the amendment is prepared and the file number of the registration statement.
If, however, an amendment to the home jurisdiction document(s) is filed after effectiveness of this registration statement that
increases the number of securities that may be sold, in lieu of filing a post-effective amendment hereto, a new registration
statement shall be filed on this Form. As provided in Rule 429, the prospectus included in the new registration statement shall
be deemed to include a prospectus covering unsold securities registered previously. If this is the case, the following legend
shall appear at the bottom of the facing page of the registration statement: “Pursuant to Rule 429 under the Securities Act,
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