Form 40-F - United States Securities And Exchange Commission (Page 15 of 16) in pdf

D. Application of General Rules and Regulations

(1) Rules 12b-2, 12b-5, 12b-10, 12b-11, 12b-12, 12b-13, 12b-14, 12b-21, 12b-22, 12b-23, 12b-25, 12b-33 and 12b-37 under the

Exchange Act shall not apply to filings on this Form. The rules and regulations applicable in the home jurisdiction regarding the

form and method of preparation of disclosure documents shall apply to filings on this Form. Exchange Act rules and regulations

other than Rules 12b-2, 12b-5, 12b-10, 12b-11, 12b-12, 12b-13, 12b-14, 12b-21, 12b-22, 12b-23, 12b-25, 12b-33 and 12b-37

shall apply to filings on this Form unless specifically excluded in this Form. Pursuant to Rule 13a-3, an eligible registrant that

files reports on Form 40-F and Form 6-K is deemed to satisfy the requirements of Regulation 13A under the Exchange Act.

(2) A registration statement on this Form shall be deemed to be filed on the proper form unless objection to the Form is made by

the Commission prior to the effective date.

(3) An annual report on this Form or any amendment thereto shall be filed the same day the information included therein is due to

be filed with any securities commission or equivalent regulatory authority in Canada.

(4) A registration statement filed pursuant to Section 12 of the Exchange Act on this Form shall become effective in accordance

with Section 12(d) and Rule 12b-6 or Section 12(g)(1) of such Act, as applicable.

(5) Rule 12b-20, which provides that in addition to the information expressly required to be included in a statement or report, there

shall be added such further material information, if any, as may be necessary to make the required statements, in light of the

circumstances under which they are made, not misleading, shall apply to filings on this Form.

(6) Pursuant to Rule 12b-15, all amendments to this Form shall be filed under cover of Form 8.

(7) A filer must file the Form 40-F registration statement or annual report in electronic format via the Commission’s Electronic Data

Gathering, Analysis, and Retrieval (EDGAR) system in accordance with the EDGAR rules set forth in Regulation S-T (17 CFR

Part 232). For assistance with technical questions about EDGAR or to request an access code, call the EDGAR Filer Support

Office at (202) 942-8900. For assistance with the EDGAR rules, call the Office of EDGAR and Information Analysis at (202)

942-2940.

If filing the Form 40-F registration statement or annual report in paper under a hardship exemption in Rule 201 or 202 of

Regulation S-T (17 CFR 232.201 or 232.202), or as otherwise permitted, a filer must file with the Commission at its principal

office five copies of the complete registration statement or annual report, including exhibits and all other documents filed as a

part of the registration statement or annual report. The filer must bind, staple or otherwise compile each copy in one or more

parts without stiff covers. The filer must further bind the registration statement or annual report on the side or stitching margin

in a manner that leaves the reading matter legible. The filer must provide three additional copies of the registration statement or

annual report without exhibits to the Commission.

(8) An electronic filer must provide the signatures required for the Form 40-F registration statement or annual report in accordance

with Regulation S-T Rule 302 (17 CFR 232.302). A paper filer must have at least one copy of the Form 40-F registration

statement or annual report signed by an officer authorized to sign the registration statement or annual report. A paper filer must

also conform the unsigned copies.

(9) 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 annual report, or is named as having prepared or certified

a report or valuation for use in connection with the registration statement or annual report, the manually signed, written consent

of such person shall be filed.

If any 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 or annual report, but is not named as having prepared or

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

written consent of such person also shall be filed unless the Commission dispenses with such filing as impracticable or as

involving undue hardship.

Any other consent required by Rule 12b-36 also shall be filed. Every amendment relating to a certified financial statement shall

include the manually signed, written consent of the certifying accountant to the use of such accountant’s certificate in connection

with the amended financial statements in the registration statement or annual report and to being named as having certified such

financial statements.

Form 40-F - United States Securities And Exchange Commission Page 15

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