Form F-8 - Registration Statement Under The Securities Act Of 1933 (Page 9 of 11) in pdf

Item 3.

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 4.

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, offier

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) 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 an 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.

(2) A copy of any agreement relating to the proposed acquisition or business combination, as applicable.

(3) Copies of any documents incorporated by reference into the registration statement and any publicly available documents

filed with any other Canadian regulatory authority concurrently with the prospectus.

(4) If any accountant, engineer or appraiser, or any person whose profession gives authority to a statement made by him, is

named as having prepared or certified any part of the registration statement, or is named as having prepared or certified

a report or valuation for use in connection with the offering document, the manually signed, written consent of such

person.

If any such person is named as having prepared or certified any other report or valuation (other than a public official

document or statement) which is used in connection with the registration statement, but is not named as having prepared

or certified such report or valuation for use in connection with the registration statement, the manually signed, written

consent of such person, unless the Commission dispenses with such filing as impracticable or as involving undue hardship

in accordance with Rule 437 under the Securities Act.

Any other consent required by Rule 436 or 438 under the Securities Act. Every amendment relating to a certified financial

statement shall include the manually signed, written consent of the certifying accountant to the use of his certificate in

connection with the amended financial statements in the registration statement and to being named as having certified

such financial statements.

NOTE: The consents required by this item shall specifically indicate consent regarding use of the report or valuation

in the registration statement filed in the United States.

Form F-8 - Registration Statement Under The Securities Act Of 1933 Page 9

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