Form F-7 - Registration Statement Under The Securities Act Of 1933 (Page 5 of 7) in pdf

PART I — INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS

Item 1.

Home Jurisdiction Document

The prospectus shall consist of the entire disclosure document or documents used to offer the rights and underlying securities

to holders in any Canadian jurisdiction. Such disclosure document(s) shall include all information used to make such offers, w

ithout

regard to whether such information has previously been provided to shareholders. Except as noted hereinafter, such disclosure

document(s) shall be prepared in accordance with the disclosure requirements of such jurisdiction as interpreted and applied by

the

securities commission or other regulatory authority in such jurisdiction.

Such prospectus used in the United States shall contain additional information and legends required by this Form. It need not

include any documents incorporated by reference into disclosure documents used in Canada and not required to be delivered to

securityholders pursuant to Canadian law.

Notwithstanding the foregoing, such prospectus used in the United States need not contain any disclosure applicable solely

to Canadian offerees or purchasers that would not be material to offerees or purchasers in the United States, including, without

limitation, (i) any Canadian “red herring” legend; (ii) any discussion of Canadian tax considerations other than those material to

U.S. offerees or purchasers; (iii) the names of any Canadian underwriters not acting as underwriters in the United States or a

description of the Canadian plan of distribution (except to the extent necessary to describe the material facts of the U.S. plan of

distribution); (iv) any description of offerees’ or purchasers’ statutory rights under applicable Canadian, provincial or terri t orial

securities legislation (except to the extent such rights are available to U.S. offerees or purchasers); or (v) certificates of the issuer

or any underwriter.

Item 2.

Informational Legends

The following legends, to the extent applicable, shall appear on the outside front cover page of the prospectus (or on a sticke

thereto) in bold-face roman type at least as high as ten-point modern type and at least two points leaded:

“This offering is made by a foreign issuer, that is permitted, under a multijurisdictional disclosure system adopted by the

United States, to prepare this prospectus in accordance with the disclosure requirements of its home country.

Prospective investors

should be aware that such requirements are different from those of the United States. Financial statements included or incorpo rated

herein, if any, have been prepared in accordance with foreign generally accepted accounting principles, and are subject to fore ign

auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.

”

“Prospective investors should be aware that the acquisition of the securities described herein may have tax consequences both

in the United States and in the home country of the Registrant. Such consequences for investors who are resident in, or citize ns of,

the United States may not be described fully herein.”

“The enforcement by investors of civil liabilities under the federal securities laws may be affected adversely by the fact that

the Registrant is incorporated or organized under the laws of a foreign country, that some or all of its officers and directors may

be residents of a foreign country, that some or all of the underwriters or experts named in the registration statement may be r

esidents

of a foreign country, and that all or a substantial portion of the assets of the Registrant and said persons may be located out

side the

United States.”

“THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED

BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE

COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF

THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS

A CRIMINAL OFFENSE.”

The Registrant should also include in the prospectus any legend or information required by the laws of any jurisdiction in whic

the securities are to be offered.

Note to Item 2. If the home-jurisdiction document(s) are delivered through an electronic medium, the issuer may satisfy the legibility

requirements for the required legends relating to type size and font by presenting the legends in any manner reasonably calcula

ted

to draw investor attention to it.

Form F-7 - Registration Statement Under The Securities Act Of 1933 Page 5

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