Form F-10 - Registration Statement Under The Securities Act Of 1933 (Page 6 of 11) in pdf

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.

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

Form F-10 - Registration Statement Under The Securities Act Of 1933 Page 6

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