K. A paper filer must number sequentially one signed original of the registration statement or amendment (in addition to any
internal numbering that otherwise may be present) by handwritten, typed, printed or other legible form of notation from the
first page through the last page of the registration statement or amendment, including any exhibits or attachments. A paper filer
must disclose the total number of pages on the first page of the sequentially numbered registration statement or amendment.
L. Where the offering registered on this Form is being made pursuant to the home jurisdiction’s shelf prospectus offering procedures
or procedures for pricing offerings after the final receipt has been issued, three copies of each supplement to, or supplemented
version of, the home jurisdiction disclosure document(s) prepared under such procedures shall be filed with the Commission
within one business day after such supplement or supplemented version is filed with the principal jurisdiction. Such filings
shall be deemed not to constitute amendments to this registration statement. Each such filing shall contain in the upper right
hand corner of the cover page the following legend, which may be set forth in longhand if legible: “Filed pursuant to General
Instruction II.L. of Form F-10; File No. 33-[insert number of the registration statement].”
Note: Offerings registered on this Form, whether or not made contemporaneously in Canada, may be made pursuant to National
Policy Statement No. 44 shelf prospectus offering procedures and procedures for pricing offerings after the final receipt has
been issued. Rules 415 and 430A under the Securities Act are not available for offerings registered on this Form.
M. If the offering to be registered on this Form is not being made contemporaneously in Canada, the registration statement on
this Form and any amendments hereto shall be prepared and filed as if the offering were being made contemporaneously in
Canada. The Commission has been advised that the principal jurisdiction in Canada designated by the Registrant in connection
with such an offering will require the filing of such documents and may select them for review.
III. Compliance with Exchange Act and Auditor Independence and Reporting Requirements
A. Pursuant to Rule 15d-4 under the Securities Exchange Act of 1934 (the “Exchange Act”), reporting obligations under Section
15(d) of the Exchange Act (and the requirements of Regulation 15D thereunder) arising solely from an offering of securities
registered on this Form may be met by filing with the Commission, under cover of Forms 40-F and 6-K, certain home
jurisdiction documents. Registrants’ attention is directed, however, towards other provisions of the Exchange Act that may
be applicable, and specifically to the provisions of Sections 12(b) and 12(g) and Rules 10b-6 and 10b-7 under the Exchange
Act.
B. 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, 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
the 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.
C.
Independent accountants reporting on financial statements included in the registration statement should consider Canadian auditing
guidelines pertaining to the Canada-U.S. reporting conflict with respect to contingencies and going concern considerations.
If additional comments for U.S. readers are appropriate under those guidelines but are not included in the prospectus itself,
those comments should be included with the legends required by Item 3 of Part I hereof. In addition, the accountant’s consent
specifically should refer to any additional comments provided for U.S. readers.
D. Pursuant to Rule 13e-4(g) under the Exchange Act, the provisions of Rule 13e-4 are not applicable and pursuant to Rule 14d-1(b)
under the Exchange Act, the provisions of Sections 14(d)(1) through 14(d)(7) of the Exchange Act, Regulation 14D under
the Exchange Act and Schedule 14D-1 thereunder, and Rule 14e-1 under Regulation 14E, are not applicable to a transaction
involving offerings of securities that may be registered on this Form in connection with exchange offers; provided that, if
an exemption has been granted from the requirements of Canadian federal, provincial and/or territorial laws, regulations or
policies, and the tender offer does not comply with requirements that otherwise would be required by Commission tender
offer rules, the Registrant shall comply with such provisions of the Exchange Act. Such transaction is not exempt from the
antifraud provisions of Section 10(b), 13(e) and 14(e) of the Exchange Act or Rule 10b-5, 13e-4(b)(1) or 14e-3 thereunder,
if the transaction otherwise is subject to those sections.
PART I — INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
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