Form F-10 - Registration Statement Under The Securities Act Of 1933 (Page 4 of 11) in pdf

however, that the securities of the subsidiary are only convertible or exchangeable, if at all, for the securities of the parent.

If the Registrant is a successor Registrant subsisting after a business combination, it shall be deemed to meet the 36-month

reporting requirement of I.C.(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 and (2) the successor Registrant has been subject to such continuous disclosure requirements since the

business combination, and is currently in compliance with its obligations thereunder.

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) or prospectus (in all other cases) is prepared

pursuant to the requirements of any Canadian jurisdiction due to the availability of an exemption from such requirements.

K. This Form shall not be used if the Registrant or, in the case of an exchange offer, the issuer of the subject securities is an

investment company registered or required to be registered under the Investment Company Act of 1940.

II. Application of General Rules and Regulations

A. A registration statement on this Form, and any amendment thereto, shall become effective in accordance with Rule 467 under

the Securities Act.

B. The rules comprising Regulation C under the Securities Act shall not apply to ﬁlings on this Form unless speciﬁ cally 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. A registration statement or amendment thereto 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. Securities Act rules and regulations other than Regulation C shall apply to ﬁlings on this Form unless

speciﬁcally excluded in this Form.

C. 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.

D. 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 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 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 ﬁ ve 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.

E. 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,

Form F-10 - Registration Statement Under The Securities Act Of 1933 Page 4

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