Form F-8 - Registration Statement Under The Securities Act Of 1933 (Page 7 of 11) in pdf

K. 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 any

Canadian jurisdiction. Such filings shall be deemed not to constitute amendments to this registration statement. Each

such filing shall contain in the upper right corner of the cover page the following legend, which may be set forth in

longhand if legible: “Filed pursuant to General Instruction IV.K. of Form F-8; File No. 33-[insert number of the

registration statement].”

Offerings registered on this Form, whether or not made contemporaneously in Canada, may be made pursuant to National

Note:

Policy Statement No. 44 shelf prospectus offering procedures and procedures for pricing offerings after the final receipt has b een

issued. Rules 415 and 430A under the Securities Act are not available for offerings registered on this Form.

V. Compliance with Exchange Act and Auditor Independence and Reporting Requirements

A. Pursuant to Rule 12h-4 under the Securities Exchange Act of 1934 (the “Exchange Act”), a Registrant shall be exempt

from reporting obligations under Section 15(d) of the Exchange Act if such reporting obligation would have arisen solely

from registration of securities on this Form. 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) of the Exchange Act

and Rules 10b-6, 10b-7 and 10b-13 under the Exchange Act. [See Exchange Act Release No. 29355 (June 21, 1991)

containing exemptions from Rules 10b-6 and 10b-13.]

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 2 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) or 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

Item 1.

Home Jurisdiction Document

In the case of an exchange offer, the prospectus shall consist of the entire disclosure document or documents used to offer the

securities of the Registrant in any Canadian jurisdiction. Except as noted hereinafter, such disclosure document(s) shall be prepared

in accordance with the disclosure requirements of such jurisdiction(s) as interpreted and applied by the securities commission( s)

or other regulatory authorities in such jurisdiction(s).

In the case of a business combination, the prospectus shall consist of the entire disclosure document or documents used to

solicit votes of security holders in connection with the proposed business combination in any Canadian jurisdiction. Except as noted

Form F-8 - Registration Statement Under The Securities Act Of 1933 Page 7

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