Form F-7 - Registration Statement Under The Securities Act Of 1933 (Page 4 of 7) in pdf

At the time of filing this registration statement, the Registrant shall pay to the Commission in accordance with Rule 111

under the Securities Act a fee in U.S. dollars in the amount prescribed by Section 6 of the Securities Act. The amount

of securities to be registered on this Form need not exceed the amount to be offered in the United States as part of the

offering.

The registration fee is to be calculated at the price at which the rights may be exercised if known at the time of filing the

registration statement, or, if not known, at the market value of outstanding securities of the same class included in the

registration statement. If the fee is to be calculated upon the basis of the price at which the rights may be exercised and

they are exercisable over a period of time at progressively higher prices, the fee shall be calculated on the basis of the

highest price at which they may be exercised.

Instruction. The market value of the Registrant’s outstanding securities shall be the average of the high and low prices

reported or the average of the bid and asked price of such securities, in the principal market for such securities as of a

date within 30 days prior to the date of filing.

A registrant must file the registration statement or amendment in electronic format in the English language in accordance

with Regulation S-T Rule 306 (17 CFR 232.306). A registrant may file part of the prospectus or exhibit or other

attachment to the registration statement or amendment in both French and English if it included the French text to comply

with the requirements of the Canadian securities administrator or other Canadian authority and, for an electronic filing,

if the filing is an HTML document, as defined in Regulation S-T Rule 11 (17 CFR 232.11). For both an electronic filing

and a paper filing, a registrant may provide an English translation or English summary of a foreign language document

as an exhibit or other attachment to the registration statement or amendment as permitted by the rules of the applicable

Canadian securities administrator.

H. For a paper filing, one signed original of the registration statement or amendment must be numbered sequentially (in

addition to any internal numbering that otherwise may be present) by handwritten, typed, printed or other legible form

of notation from the first page through the last page of the registration statement or amendment, including any exhibits

or attachments. A paper filer must disclose the total number of pages on the first page of the sequentially numbered

registration statement or amendment.

Where the offering registered on this Form is being made pursuant to the home jurisdiction’s shelf prospectus offering

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 II.I. of Form F-7; File No. 33-[insert

number of the registration statement].”

Registrants are required to name an agent for service in the United States as required by the cover page of the registration

statement even though not required to file Form F-X.

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

Note:

Policy Statement No. 44 shelf prospectus offering procedures and procedures for pricing offerings after the final receipt has b een

issued. Rules 415 and 430A under the Securities Act are not available for offerings registered on this Form.

III. Compliance with Exchange Act

A. Pursuant to Rule 12h-4 under the Securities Exchange Act of 1934 (the “Exchange Act”), a Registrant shall be exempt

from reporting obligations under Section 15(d) of the Exchange Act if such reporting obligations would have arisen

solely from registration of securities on this Form.

The Registrant’s 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-8 under the Exchange Act.

B. The Commission’s rules on auditor independence, as codified in Section 600 of the Codification of Financial Reporting

Policies, shall not apply to auditor reports on financial statements included in this registration statement.

Form F-7 - Registration Statement Under The Securities Act Of 1933 Page 4

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