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

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“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.
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