Item 1.
Home Jurisdiction Document
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 such jurisdiction(s) as interpreted and
applied by the securities commission(s) or other regulatory authorities in such jurisdiction(s).
In the case of an exchange offer, the prospectus shall consist of the entire disclosure document or documents used to offer securities
in any Canadian jurisdiction. Except as noted hereinafter, such disclosure documents 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 all other cases, the prospectus shall consist of the entire disclosure document or documents used to offer the securities of the
Registrant in the principal jurisdiction (or, if the offering is not being made contemporaneously in Canada, as if the offering were made
in such jurisdiction). 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.
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 disclosure document(s) used in Canada and not required to be delivered to offerees or
purchasers (in the case of an exchange offer) or to securityholders being solicited (in the case of a business combination) pursuant to
Canadian law or to offerees or purchasers (in all other cases) pursuant to the laws of the principal jurisdiction.
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.
Additional Information
The following information also shall be provided to offerees as part of the prospectus.
Financial Statements.
Any financial statements included in the home jurisdiction document must be reconciled to U.S. GAAP as required by Item 18 of
Form 20-F under the Exchange Act.
Item 3.
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. 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 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 citizens 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 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.”
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