Form SEC 2282 SEC 2282 Form F-80

United States Securities and Exchange Commission
Washington, D.C. 20549

OMB APPROVAL
OMB Number: 3235-0404
Expires:
March 31, 2019
Estimated average burden
hours per response. . . ........ . . 2.0

Form F-80
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Exact name of Registrant as specified in its charter)

(Translation of Registrant’s name into English (if applicable))

(Province or other jurisdiction of incorporation or organization)

(Primary Standard Industrial Classification Code Number (if applicable))

(I.R.S. Employer Identification Number (if applicable))

(Address and telephone number of Registrant’s principal executive offices)

(Name, address (including zip code) and telephone number (including area code) of
agent for service in the United States)
Approximate date of commencement of proposed sale of the securities to the public ____________________________________
This registration statement and any amendment thereto shall become effective upon filing with the Commission in accordance with Rule
467(a).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home
jurisdiction’s shelf prospectus offering procedures, check the following box. [ ]
CALCULATION OF REGISTRATION FEE*

Title of each
class of securities
Amount to be
to be registered
registered

Proposed maximum
offering price
per unit

Proposed maximum
aggregate offering
price

Amount of
registration fee

* See General Instructions IV.F.-IV.H. 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 on this
registration statement changes, the provisions of Rule 416 shall apply to this registration statement.

SEC 2282 (11-18)

-1-

GENERAL INSTRUCTIONS
I.

General Eligibility Requirements for Use of Form F-80
A.

B.

C.

Form F-80 may be used for registration under the Securities Act of 1933 (“Securities Act”) of securities to be issued in an
exchange offer or in connection with a statutory amalgamation, merger, arrangement or other reorganization requiring the
vote of shareholders of the participating companies (a “business combination”). Securities may be registered on this Form
whether they constitute the sole consideration for such exchange offer or business combination, or are offered in conjunction
with cash.
This Form shall not be used for registration of securities if no takeover bid circular or issuer bid circular (in the case of an
exchange offer) or information circular (in the case of a business combination) is prepared pursuant to the requirements of
any Canadian jurisdiction due to the availability of an exemption from such requirements.
This Form may not be used for registration of derivative securities except:
(1) warrants, options and rights, provided that such securities and the underlying securities to which they relate are issued
by the Registrant, its parent or an affiliate of either; and
(2) convertible securities, provided that such securities are convertible only into securities of the Registrant, its parent or
an affiliate of either.

D.

Instruction: For purposes of this Form, an “affiliate” of a person is anyone who beneficially owns, directly or indirectly,
or exercises control or direction over, more than 10 percent of the outstanding equity shares of such person. The
determination of a person’s affiliates shall be made as of the end of such person’s most recently completed fiscal year.

This Form shall not be used if the Registrant or, in the case of an exchange offer, the issuer of the securities to be exchanged
(the “subject securities”) for securities of the Registrant is an investment company registered or required to be registered under
the Investment Company Act of 1940.

II. Eligibility Requirements for Exchange Offers
A.

In the case of an exchange offer, Form F-80 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;
(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; and
(4) has an aggregate market value of the public float of its outstanding equity shares of (CN) $75 million or more; provided,
however, that such public float requirement need not be satisfied if the issuer of the securities to be exchanged is also
the Registrant on this Form.

Instructions:
1. For purposes of this Form, “foreign private issuer” shall be construed in accordance with Rule 405 under the Securities
Act.
2.

For purposes of this Form, “equity shares” shall mean common shares, non-voting equity shares and subordinate or
restricted voting equity shares, but shall not include preferred shares.

3.

For purposes of this Form, the “public float” of specified securities shall mean only such securities held by persons other
than affiliates of the issuer.

4.

For the purposes of this Form, the market value of the public float of outstanding equity shares shall be computed by
-2-

use of the price at which such shares were last sold, or the average of the bid and asked prices of such shares, in the
principal market for such shares as of a date within 60 days prior to the date of filing. If there is no market for any of
such securities, the book value of such securities computed as of the latest practicable date prior to the filing of this
Form shall be used for purposes of calculating the market value, unless the issuer of such securities is in bankruptcy or
receivership or has an accumulated capital deficit, in which case one-third of the principal amount, par value or stated
value of such securities shall be used.
B.
C.

D.

In the case of an exchange offer, the securities to be registered on this Form shall be offered to U.S. holders upon terms and
conditions not less favorable than those offered to any other holder of the same class of subject securities.
In the case of an exchange offer, if the Registrant is a successor Registrant subsisting after a business combination, the Registrant
shall be deemed to meet the 36-month reporting requirement and the 12-month listing requirement of II.A.(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 (3) the successor Registrant has been subject to such continuous disclosure requirements and listing
requirements since the business combination, and is currently in compliance with its obligations thereunder.
In the case of an exchange offer, the issuer of the subject securities shall be incorporated or organized under the laws of Canada
or any Canadian province or territory and be a foreign private issuer, and less than 40 percent of the class of subject securities
outstanding shall be held by U.S. holders.

Instructions:
1.

For purposes of exchange offers, the term “U.S. holder” shall mean any person whose address appears on the records
of the issuer of the subject securities, any voting trustee, any depositary, any share transfer agent or any person acting
in a similar capacity on behalf of the issuer of the subject securities as being located in the United States.

2.

With respect to any tender offer, including any exchange offer, otherwise eligible to proceed in accordance with Rule
14d-1(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), the issuer of the subject securities will be
presumed to be a foreign private issuer and U.S. holders will be presumed to hold less than 40 percent of such outstanding
securities, unless (a) the aggregate trading volume of that class on national securities exchanges in the United States and
on NASDAQ exceeded its aggregate trading volume on securities exchanges in Canada and on the Canadian Dealing
Network, Inc. (“CDN”) over the 12 calendar month period prior to commencement of this offer, or if commenced in
response to a prior offer, over the 12 calendar month period prior to commencement of the initial offer (based on volume
figures published by such exchanges, NASDAQ and CDN); (b) the most recent annual report or annual information
form filed or submitted by the issuer with securities regulators of Ontario, Quebec, British Columbia or Alberta (or, if
the issuer of the subject securities is not a reporting issuer in any of such provinces, with any other Canadian securities
regulator) or with the Commission indicates that U.S. holders hold 40 percent or more of the outstanding subject class
of securities; or (c) the offeror has actual knowledge that the level of U.S. ownership equals or exceeds 40 percent of
such securities.

3.

For purposes of this Form, if this Form is filed during the pendency of one or more ongoing cash tender or exchange
offers for securities of the class subject to the offer that was commenced or was eligible to be commenced on Schedule
13E-4F, Schedule 14D-1F, and/or Form F-8 or Form F-80, the date for calculation of U.S. ownership shall be the same
as that date used by the initial bidder or issuer.

-3-

4.

For purposes of this Form, the class of subject securities shall not include any securities that may be converted into or
are exchangeable for the subject securities.

5.

For purposes of exchange offers, the calculation of U.S. holders shall be made as of the end of the subject issuer’s last
quarter or, if such quarter terminated within 60 days of the filing date, as of the end of such issuer’s preceding quarter.

III. Eligibility Requirements for Business Combinations
A.

In the case of a business combination, Form F-80 is available if:
(1) each company participating in the business combination, including the successor Registrant, is incorporated or organized
under the laws of Canada or any Canadian province or territory and is a foreign private issuer;
(2) each company participating in the business combination other than the successor Registrant 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; provided, however, that any such participating company shall not be required
to meet such 36-month reporting requirement or 12-month listing requirement if other participating companies 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 the participating
companies’ most recently completed fiscal years, each meet such reporting and listing requirements; and
(3) the aggregate market value of the public float of the outstanding equity shares of each company participating in the
business combination other than the successor Registrant is (CN) $75 million or more; provided, however, that any such
participating company shall not be required to meet such public float requirement if other participating companies 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 the participating
companies’ most recently completed fiscal years, each meet such public float requirement; and, provided further, that
such public float requirement shall be deemed satisfied in the case of a participating company whose equity shares were
the subject of an exchange offer that was registered or would have been eligible for registration on Form F-8, Form
F-10 or Form F-80, or a tender offer in connection with which Schedule 13E-4F or 14D-1F was filed or could have
been filed, that terminated within the last 12 months, if the participating company would have satisfied such public
float requirement immediately prior to commencement of such exchange or tender offer.

B.

In the case of a business combination, less than 40 percent of the class of securities to be offered by the successor Registrant
shall be held by U.S. holders, as if measured immediately after completion of business combination.

Instructions:

C.

1.

For purposes of business combinations, the term “U.S. holder” shall mean any person whose address appears on the
records of a participating company, any voting trustee, any depositary, any share transfer agent or any person acting in
a similar capacity on behalf of a participating company as being located in the United States.

2.

For purposes of business combinations, the calculation of U.S. holders shall be made by a participant as of the end
of such participant’s last quarter or, if such quarter terminated within 60 days of the filing date, as of the end of such
participant’s preceding quarter.

In the case of a business combination, the securities to be registered on this Form shall be offered to U.S. holders upon terms
and conditions not less favorable than those offered to any other holder of the same class of such securities of the participating
company.

IV. Application of General Rules and Regulations
A.

The rules comprising Regulation C under the Securities Act shall not apply to filings on this Form unless specifically referred
to in the Form. Instead, 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. Securities Act rules and regulations other than
Regulation C shall apply to filings on this Form unless specifically excluded in this Form.
-4-

B.

Rule 408 under the Securities Act, which provides that in addition to the information expressly required to be included in the
registration statement, 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.

C. A registrant must file the registration statement 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 EDGAR questions, call the Filer Support Office at (202) 551-8900.

If filing the registration statement 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 registrant must file with the Commission at its principal office five copies
of the complete registration statement and any amendments, including exhibits and all other documents filed as a part of the
registration statement or amendment. The registrant must bind, staple or otherwise compile each copy in one or more parts
without stiff covers. The registrant must further bind the registration statement or amendment on the side or stitching margin
in a manner that leaves the reading matter legible. The registrant must provide three additional copies of the registration
statement or amendment without exhibits to the Commission.

D.

Any amendment to a registration statement on this Form shall be filed under cover of an appropriate facing sheet, shall be
numbered consecutively in the order in which filed, and shall indicate on the facing sheet the applicable registration form on
which the amendment is prepared and the file number of the registration statement.

If, however, an amendment to the home jurisdiction document(s) is filed after effectiveness of this registration statement that
increases the number of securities that may be sold, in lieu of filing a post-effective amendment hereto, a new registration
statement shall be filed on this Form. As provided in Rule 429, the prospectus included in the new registration statement shall
be deemed to include a prospectus covering unsold securities registered previously. If this is the case, the following legend
shall appear at the bottom of the facing page of the registration statement: “Pursuant to Rule 429 under the Securities Act,
the prospectus contained in this registration statement relates to registration statement[s] 33-[insert file numbers of previous
registration statements].”

E. An electronic filer must provide the signatures required for the registration statement or amendment in accordance with
Regulation S-T Rule 302 (17 CFR 232.302). A registrant filing in paper must have at least one copy of the registration statement
or amendment signed in accordance with Securities Act Rule 402(e) (17 CFR 230.402(e)) by the persons whose signatures
are required for this registration statement. A registrant must also conform the unsigned copies.
F.

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.

G. In the case of an exchange offer, the registration fee is to be calculated as follows:
(1) Upon the basis of the market value of the securities that may be received by the Registrant or cancelled in the exchange
offer from United States residents as established by the price of securities of the same class, as determined in accordance
with paragraph (4) of this section.
(2) If there is no market for the securities that may be received by the Registrant or cancelled in the exchange offer, the book
value of such securities computed as of the latest practicable date prior to the date of filing the registration statement
shall be used, unless the issuer of such securities is in bankruptcy or receivership or has an accumulated capital deficit,
in which case one-third of the principal amount, par value or stated value of such securities shall be used.
(3) If any cash may be received by the Registrant from United States residents in connection with the exchange offer, the
amount thereof shall be added to the value of the securities to be received by the Registrant or cancelled as computed in
accordance with paragraph (1) or (2) of this section. If any cash is to be paid by the Registrant in connection with the
exchange offer, the amount thereof shall be deducted from the value of the securities to be received by the Registrant
in exchange as computed in accordance with paragraph (1) or (2) of this section.
(4) For purposes of the registration fee, the market value of the securities received or cancelled shall be the average of the
high and low prices reported or the average of the bid and asked prices of such stock, in the principal market for such
stock as of a date within 30 days prior to the date of filing.

-5-

H.

In the case of a business combination, the registration fee is to be calculated as follows:
(1) Upon the basis of the market value of the equity securities of the predecessor companies held by United States residents
being offered the Registrant’s securities, as established by the price of the predecessors’ securities of the same class
determined in accordance with paragraph (4) of this section.
(2) If there is no market for the securities of the predecessor companies, the book value of such securities computed as of
the latest practicable date prior to the date of filing the registration statement shall be used, unless the issuer of such
securities is in bankruptcy or receivership or has an accumulated capital deficit, in which case one-third of the principal
amount, par value or stated value of such securities shall be used.
(3) If any cash may be received by the Registrant from United States residents in connection with the business combination,
the amount thereof shall be added to the value of the securities as computed in accordance with paragraph (1) or (2) of
this section. If any cash is to be paid by the Registrant in connection with the business combination, the amount thereof
shall be deducted from the value of the securities as computed in accordance with paragraph (1) or (2) of this section.
(4) For purposes of the registration fee, the market value of a predecessor’s equity securities shall be the average of the high
and low prices reported or the average of the bid and asked prices of such securities, in the principal market for such
securities as of a date within 30 days prior to the date of filing.

V.

I.

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.

J.

A paper filer must number sequentially one signed original of the registration statement or amendment (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.

K.

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.

Compliance with Exchange Act and Auditor Independence and Reporting Requirements
A.

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.]

B.

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
-6-

rules on auditor independence applied.
C.

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.

D.

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.

PART I -- INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
Item 1.

Home Jurisdiction Document

In the case of an exchange offer, the prospectus shall consist of the entire disclosure document or documents used to offer the
securities of the Registrant in any Canadian jurisdiction. Except as noted hereinafter, such disclosure document(s) shall be prepared in
accordance with the disclosure requirements of such jurisdiction(s) as interpreted and applied by the securities commission(s) or other
regulatory authorities in such jurisdiction(s).

In the case of a business combination, the prospectus shall consist of the entire disclosure document or documents used to solicit
votes of security holders in connection with the proposed business combination in any Canadian jurisdiction. Except as noted hereinafter,
such disclosure document(s) shall be prepared in accordance with the disclosure requirements of the jurisdiction(s) governing such
solicitation as interpreted and applied by the securities commission(s) or other regulatory authorities in such jurisdiction(s).

The 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 the disclosure document(s) used in Canada and not required to be delivered to offerees
or purchasers (in the case of an exchange offer) or securityholders being solicited (in the case of a business combination) 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 territorial 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 sticker
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. The financial statements included or incorporated
herein, if any, have been prepared in accordance with foreign generally accepted accounting principles, and may be subject to
foreign auditing and auditor independence standards, and, thus, may not be comparable to financial statements of United States
companies.”

“Prospective investors should be aware that 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 citizens of,
the United States may not be described fully herein.”
-7-

“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 residents
of a foreign country, and that all or a substantial portion of the assets of the Registrant and said persons may be located outside 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 following legend shall appear in the manner noted above in any prospectus relating to an exchange offer:

“Prospective investors should be aware that, during the period of the exchange offer, the Registrant or its affiliates, directly
or indirectly, may bid for or make purchases of the securities to be distributed or to be exchanged, or certain related securities, as
permitted by applicable laws or regulations of Canada or its provinces or territories.”

The Registrant should also include in the prospectus any legend or information required by the laws of any jurisdiction in which
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 calculated to
draw investor attention to it.
Item 3.

Incorporation of Certain Information by Reference

Information called for by this Form, including exhibits, may be incorporated by reference at the Registrant’s option from documents
that the Registrant has filed previously with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act or submitted to the
Commission pursuant to Rule 12g3-2(b) under the Exchange Act. Any such incorporation by reference shall be done in accordance with
Rule 24 of the Commission’s Rules of Practice. If any information is incorporated by reference into the prospectus, the prospectus shall
provide the name, address and telephone number of an officer of the Registrant from whom copies of such information may be obtained
upon request without charge.
Item 4.

List of Documents Filed with the Commission

There shall be set forth in or attached to the prospectus a list of all documents filed with the Commission as part of the registration
statement.
PART II -- INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

Provide a brief description of the indemnification provisions relating to directors, officers and controlling persons of the Registrant
against liability arising under the Securities Act (including any provision of the underwriting agreement which relates to indemnification
of the underwriter or its controlling persons by the Registrant against such liabilities where a director, officer or controlling person of the
Registrant is such an underwriter or controlling person thereof or a member of any firm which is such an underwriter), together with a
statement in substantially the following form:

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S.
Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore
unenforceable.

The exhibits specified below shall be filed as part of the registration statement. Exhibits shall be appropriately lettered or numbered
for convenient reference.
(1) Any reports or information that, in accordance with the requirements of the jurisdiction of incorporation or organization
of the subject issuer or, in the case of an business combination, in accordance with the requirements of the jurisdiction(s)
of incorporation or organization of companies involved in the transaction other than the Registrant, must be made publicly
available by the Registrant in connection with the transaction.
(2) A copy of any agreement relating to the proposed acquisition or business combination, as applicable.
-8-

(3) Copies of any documents incorporated by reference into the registration statement and any publicly available documents
filed with any other Canadian regulatory authority concurrently with the prospectus.
(4) 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 is named as having prepared or certified a
report or valuation for use in connection with the offering document, the manually signed, written consent of such person.

If any such 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, but is not named as having prepared or certified
such report or valuation for use in connection with the registration statement, the manually signed, written consent of such
person, unless the Commission dispenses with such filing as impracticable or as involving undue hardship in accordance
with Rule 437 under the Securities Act.
Any other consent required by Rule 436, 438 or 439 under the Securities Act. Every amendment relating to a certified
financial statement shall include the manually signed, written consent of the certifying accountant to the use of his certificate
in connection with the amended financial statements in the registration statement and to being named as having certified such
financial statements.

NOTE: The consents required by this item shall specifically indicate consent regarding use of the report or valuation in the
registration statement filed in the United States.
(5) If any name is signed to the registration statement pursuant to power of attorney, manually signed copies of such power of
attorney and, if the name of any officer signing on behalf of the Registrant is signed pursuant to a power of attorney, certified
copies of a resolution of the Registrant’s board of directors or similar governing body authorizing such signature.
(6) A copy of any indenture relating to the registered securities.
PART III -- UNDERTAKINGS AND CONSENT TO SERVICE OF PROCESS
Item 1.

Undertakings

This Form shall set forth the following undertakings of the Registrant:
(a) Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the
Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the
securities registered pursuant to Form F-80 or to transactions in said securities.
(b) In the case of an exchange offer, Registrant further undertakes to disclose in the United States, on the same basis as it is
required to make such disclosure pursuant to any applicable Canadian federal and/or provincial or territorial law, regulation or
policy, information regarding purchases of the Registrant’s securities or of the subject issuer’s securities during the exchange
offer. Such information shall be set forth in amendments to this Form.

Item 2.

Consent to Service of Process

(a) At the time of filing Form F-80, the Registrant shall file with the Commission a written irrevocable consent and power of
attorney on Form F-X.
(b)

At the time of filing Form F-80, any non-U.S. person acting as trustee with respect to the registered securities shall file with
the Commission a written irrevocable consent and power of attorney on Form F-X.

(c) Any change to the name or address of the agent for service of the Registrant or the trustee shall be communicated promptly
to the Commission by amendment to Form F-X referencing the file number of the relevant registration statement.

-9-

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-80 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of ____________________________ , Country of ______________________ ,
on , ____________ .
(date)
Registrant __________________________________________________________________________________________________
By ______________________________________________________________________________________

(Signature and Title)
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
____________________________________________________________________________________________________

(Signature)
____________________________________________________________________________________________________

(Name and Title)
____________________________________________________________________________________________________

(Date)
Instructions:
A.

The registration statement shall be signed by the Registrant, its principal executive officer or officers, its principal financial
officer, its controller or principal accounting officer, at least a majority of the board of directors or persons performing similar
functions and its authorized representative in the United States. Where the Registrant is a limited partnership, the registration
statement shall be signed by a majority of the board of directors of any corporate general partner signing the registration
statement.

B.

The name of each person who signs the registration statement shall be typed or printed beneath his signature. Any person who
occupies more than one of the specified positions shall indicate each capacity in which the registration statement is signed.

C.

If the securities to be offered are those of a corporation not yet in existence at the time the registration statement is filed and
which will be a party to a consolidation involving two or more existing corporations, then each such existing corporation
shall be deemed a Registrant and shall be so designated on the cover page of this Form, and the registration statement shall
be signed by each such existing corporation and by the officers and directors of each such existing corporation as if each such
existing corporation were the sole Registrant.

D.

By signing this Form, the Registrant consents without power of revocation that any administrative subpoena may be served,
or any administrative proceeding, civil suit or civil action where the cause of action arises out of or relates to or concerns any
offering made or purported to be made in connection with the securities registered pursuant to Form F-80 or any purchases or
sales of any security in connection therewith, may be commenced against it in any administrative tribunal or in any appropriate
court in any place subject to the jurisdiction of any state or of the United States or of the District of Columbia or Puerto Rico
by service of said subpoena or process upon the Registrant’s designated agent.

- 10 -