Form F-80 - Registration Statement Under The Securities Act Of 1933 (Page 7 of 11) in pdf

Where the offering registered on this Form is being made pursuant to the home jurisdiction’s shelf 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-80; File No. 33-[insert number

of the registration statement].”

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

to National Policy Statement No. 44 shelf procedures and procedures for pricing offerings after the final receipt has

been 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

Pursuant to Rule 12h-4 under 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.]

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-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.

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.

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.

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Form F-80 - Registration Statement Under The Securities Act Of 1933 Page 7