Form F-7 - Registration Statement Under The Securities Act Of 1933 (Page 2 of 7) in pdf

CALCULATION OF REGISTRATION FEE*

Title of each

Proposed maximum

class of securities

Amount to be

offering price

aggregate offering

Amount of

to be registered

registered

per unit

price

registration fee

* See General Instruction II.F. for rules as to calculation of the registration fee.

If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered o n

this registration statement changes, the provisions of Rule 416 shall apply to this registration statement.

GENERAL INSTRUCTIONS

Eligibility Requirements for Use of Form F-7

A. Form F-7 may be used for the registration under the Securities Act of 1933 (the “Securities Act”) of the Registrant’s

securities offered for cash upon the exercise of rights to purchase or subscribe for such securities that are granted to its

existing securityholders in proportion to the number of securities held by them as of the record date for the rights offer.

B. Form F-7 is available to any Registrant that:

(1) is incorporated or organized under the laws of Canada or any Canadian province or territory;

(2) is a foreign private issuer; and

(3) has had a class of its securities listed on The Montreal Exchange, The Toronto Stock Exchange or the Senior Board

of the Vancouver Stock Exchange for the 12 calendar months immediately preceding the filing of this Form, has

been subject to the continuous disclosure requirements of any securities commission or equivalent regulatory

authority in Canada for a period of at least 36 calendar months immediately preceding the filing of this Form, and

is currently in compliance with obligations arising from such listing and reporting.

For purposes of this Form, “foreign private issuer” shall be construed in accordance with Rule 405 under

Instruction.

the Securities Act.

C. If the Registrant is a successor Registrant subsisting after a statutory amalgamation, merger, arrangement or other

reorganization requiring the vote of shareholders of the participating companies (a “business combination”), the

Registrant shall be deemed to meet the 36-month reporting requirement and the 12-month listing requirement of I.B.(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

Form F-7 - Registration Statement Under The Securities Act Of 1933 Page 2

Related Articles

Related forms

Related Categories