Form F-10 - Registration Statement Under The Securities Act Of 1933 (Page 8 of 11) in pdf

“THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE

COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.

ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.”

The following legend shall appear in the manner noted above in any prospectus relating to an exchange offer.

“Prospective investors should be aware that, during the period of the exchange offer, the Registrant or its afﬁ liates, directly

or indirectly, may bid for or make purchases of the securities to be distributed or to be exchanged, or certain related securities, as

permitted by applicable laws or regulations of Canada or its provinces or territories.”

Any prospectus to be used before the effective date of the registration statement shall contain, on the outside front cover page (or

on a sticker thereto) the following statement printed in red ink in type as large as that generally used in the body of the prospectus:

“Information contained herein is subject to completion or amendment. A registration statement relating to these securities has

been ﬁled with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior

to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of

an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful

prior to registration or qualiﬁcation under the securities laws of any such State.”

The Registrant should also include in the prospectus any legend or information required by the laws of any jurisdiction in which

the securities are to be offered.

Note to Item 3. If the home-jurisdiction document(s) are delivered through an electronic medium, the issuer may satisfy the legibility

requirements for the required legends relating to type size and font by presenting the legends in any manner reasonably calculated to

draw investor attention to it.

Item 4.

Incorporation of Certain Information by Reference

Information called for by this Form, including exhibits, may be incorporated by reference at the Registrant’s option from documents

that the Registrant has ﬁled previously with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act or submitted to

the Commission pursuant to Rule 12g3-2(b) under the Exchange Act. Any such incorporation by reference shall be done in accordance

with Item 10(d) of Regulation S-K. If any information is incorporated by reference into the prospectus, the prospectus shall provide the

name, address and telephone number of an ofﬁcer of the Registrant from whom copies of such information may be obtained upon request

without charge.

Item 5.

List of Documents Filed with the Commission

There shall be set forth in or attached to the prospectus a list of all documents ﬁled with the Commission as part of the registration

statement.

PART II — INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

Provide a brief description of the indemniﬁcation provisions relating to directors, ofﬁcers and controlling persons of the Registrant

against liability arising under the Securities Act (including any provision of the underwriting agreement which relates to indemniﬁcation

of the underwriter or its controlling persons by the Registrant against such liabilities where a director, ofﬁcer or controlling person of the

Registrant is such an underwriter or controlling person thereof or a member of any ﬁrm which is such an underwriter), together with a

statement in substantially the following form:

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors,

officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been

informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against

public policy as expressed in the Act and is therefore unenforceable.

The exhibits speciﬁed below shall be ﬁled as part of the registration statement. Exhibits shall be appropriately lettered or numbered

for convenient reference.

(1) In the case of an exchange offer or business combination, any reports or information that, in accordance with the requirements

of the jurisdiction of incorporation or organization of the subject issuer or, in the case of a business combination, in accordance

with the requirements of the jurisdiction(s) of incorporation or organization of companies involved in the transaction other

than the Registrant, must be made publicly available by the Registrant in connection with the transaction.

Form F-10 - Registration Statement Under The Securities Act Of 1933 Page 8

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