Form F-10 - Registration Statement Under The Securities Act Of 1933 (Page 7 of 11) in pdf

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.”

Form F-10 - Registration Statement Under The Securities Act Of 1933 Page 7

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