the prospectus contained in this registration statement relates to registration statement[s] 33-[insert file numbers of previous
registration statements].”
F.
An electronic filer must provide the signatures required for the registration statement or amendment in accordance with
Regulation S-T Rule 302 (17 CFR 232.302). A registrant filing in paper must have at least one copy of the registration statement
or amendment signed in accordance with Securities Act Rule 402(e) (17 CFR 230.402(e)) by the persons whose signatures
are required for this registration statement. A registrant must also conform the unsigned copies.
G. At the time of filing this registration statement, the Registrant shall pay to the Commission in accordance with Rule 111 under
the Securities Act a fee in U.S. dollars in the amount prescribed by Section 6 of the Securities Act. The amount of securities
to be registered on this Form need not exceed the amount to be offered in the United States as part of the offering.
H. In the case of an exchange offer, the registration fee is to be calculated as follows:
(1) Upon the basis of the market value of the securities that may be received by the Registrant or cancelled in the exchange
offer from United States residents as established by the price of securities of the same class, as determined in accordance
with paragraph (4) of this section.
(2) If there is no market for the securities to be received by the Registrant or cancelled in the exchange offer, the book value
of such securities computed as of the latest practicable date prior to the date of filing the registration statement shall be
used, unless the issuer of such securities is in bankruptcy or receivership or has an accumulated capital deficit, in which
case one-third of the principal amount, par value or stated value of such securities shall be used.
(3) If any cash may be received by the Registrant from United States residents in connection with the exchange offer, the
amount thereof shall be added to the value of the securities to be received by the Registrant or cancelled as computed in
accordance with paragraph (1) or (2) of this section. If any cash is to be paid by the Registrant in connection with the
exchange offer, the amount thereof shall be deducted from the value of the securities to be received by the Registrant
in exchange as computed in accordance with paragraph (1) or (2) of this section.
(4) For purposes of the registration fee, the market value of the securities received or cancelled shall be the average of the
high and low prices reported or the average of the bid and asked prices of such stock, in the principal market for such
stock as of a date within 30 days prior to the date of filing.
I.
In the case of a business combination, the registration fee is to be calculated as follows:
(1) Upon the basis of the market value of the equity securities of the predecessor companies held by United States residents
being offered the Registrant’s securities, as established by the price of the predecessors’ securities of the same class
determined in accordance with paragraph (4) of this section.
(2) If there is no market for the securities of the predecessor companies, the book value of such securities computed as of
the latest practicable date prior to the date of filing the registration statement shall be used, unless the issuer of such
securities is in bankruptcy or receivership or has an accumulated capital deficit, in which case one-third of the principal
amount, par value or stated value of such securities shall be used.
(3) If any cash may be received by the Registrant from United States residents in connection with the business combination,
the amount thereof shall be added to the value of the securities as computed in accordance with paragraph (1) or (2) of
this section. If any cash is to be paid by the Registrant in connection with the business combination, the amount thereof
shall be deducted from the value of the securities as computed in accordance with paragraph (1) or (2) of this section.
(4) For purposes of the registration fee, the market value of a predecessor’s equity securities shall be the average of the high
and low prices reported or the average of the bid and asked prices of such securities, in the principal market for such
securities as of a date within 30 days prior to the date of filing.
J.
A registrant must file the registration statement or amendment in electronic format in the English language in accordance with
Regulation S-T Rule 306 (17 CFR 232.306). A registrant may file part of the prospectus or exhibit or other attachment to the
registration statement or amendment in both French and English if it included the French text to comply with the requirements
of the Canadian securities administrator or other Canadian authority and, for an electronic filing, if the filing is an HTML
document, as defined in Regulation S-T Rule 11 (17 CFR 232.11). For both an electronic filing and a paper filing, a registrant
may provide an English translation or English summary of a foreign language document as an exhibit or other attachment to
the registration statement or amendment as permitted by the rules of the applicable Canadian securities administrator.
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