Form F-80 - Registration Statement Under The Securities Act Of 1933 (Page 3 of 11) in pdf

For the purposes of this Form, the market value of the public float of outstanding equity shares shall be

computed by use of the price at which such shares were last sold, or the average of the bid and asked prices

of such shares, in the principal market for such shares as of a date within 60 days prior to the date of filing.

If there is no market for any of such securities, the book value of such securities computed as of the latest

practicable date prior to the filing of this Form shall be used for purposes of calculating the market value,

unless the issuer of such securities is in bankruptcy or receivership or has an accumulated capital deficit, in

which case one-third of the principal amount, par value or stated value of such securities shall be used.

In the case of an exchange offer, the securities to be registered on this Form shall be offered to U.S. holders upon

terms and conditions not less favorable than those offered to any other holder of the same class of subject securities.

In the case of an exchange offer, if the Registrant is a successor Registrant subsisting after a business combination,

the Registrant shall be deemed to meet the 36-month reporting requirement and the 12-month listing requirement

of II.A.(3) above if: (1) the time the successor registrant has been subject to the continuous disclosure requirements

of any securities commission or equivalent regulatory authority in Canada, when added separately to the time

each predecessor had been subject to such requirements at the time of the business combination, in each case

equals at least 36 calendar months, provided, however, that any predecessor need not be considered for purposes

of the reporting history calculation if the reporting histories of predecessors whose assets and gross revenues,

respectively, would contribute at least 80 percent of the total assets and gross revenues from continuing operations

of the successor Registrant, as measured based on pro forma combination of such participating companies’ most

recently completed fiscal years immediately prior to the business combination, when combined with the reporting

history of the successor Registrant in each case satisfy such 36-month reporting requirement; (2) the time the

successor registrant has been subject to the listing requirements of the specified exchanges, when added separately

to the time each predecessor had been subject to such requirements at the time of the business combination, in

each case equals at least 12 calendar months, provided, however, that any predecessor need not be considered for

purposes of the listing history calculation if the listing histories of predecessors whose assets and gross revenues,

respectively, would contribute at least 80 percent of the total assets and gross revenues from continuing operations

of the successor Registrant, as measured based on pro forma combination of such participating companies’ most

recently completed fiscal years immediately prior to the business combination, when combined with the listing

history of the successor Registrant in each case satisfy such 12-month listing requirement; and (3) the successor

Registrant has been subject to such continuous disclosure requirements and listing requirements since the business

combination, and is currently in compliance with its obligations thereunder.

In the case of an exchange offer, the issuer of the subject securities shall be incorporated or organized under the

laws of Canada or any Canadian province or territory and be a foreign private issuer, and less than 40 percent of

the class of subject securities outstanding shall be held by U.S. holders.

Instructions:

For purposes of exchange offers, the term “U.S. holder” shall mean any person whose address appears on

the records of the issuer of the subject securities, any voting trustee, any depositary, any share transfer agent

or any person acting in a similar capacity on behalf of the issuer of the subject securities as being located in

the United States.

With respect to any tender offer, including any exchange offer, otherwise eligible to proceed in accordance

with Rule 14d-1(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), the issuer of the subject

securities will be presumed to be a foreign private issuer and U.S. holders will be presumed to hold less than

40 percent of such outstanding securities, unless (a) the aggregate trading volume of that class on national

securities exchanges in the United States and on NASDAQ exceeded its aggregate trading volume on securities

exchanges in Canada and on the Canadian Dealing Network, Inc. (“CDN”) over the 12 calendar month period

prior to commencement of this offer, or if commenced in response to a prior offer, over the 12 calendar month

period prior to commencement of the initial offer (based on volume figures published by such exchanges,

NASDAQ and CDN); (b) the most recent annual report or annual information form filed or submitted by the

issuer with securities regulators of Ontario, Quebec, British Columbia or Alberta (or, if the issuer of the subject

securities is not a reporting issuer in any of such provinces, with any other Canadian securities regulator) or

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Form F-80 - Registration Statement Under The Securities Act Of 1933 Page 3

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