Form F-10 - Registration Statement Under The Securities Act Of 1933 (Page 5 of 11) in pdf

the prospectus contained in this registration statement relates to registration statement[s] 33-[insert ﬁle numbers of previous

registration statements].”

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.

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.

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.

Form F-10 - Registration Statement Under The Securities Act Of 1933 Page 5

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