Form F-8 - Registration Statement Under The Securities Act Of 1933 (Page 8 of 11) in pdf

hereinafter, such disclosure documents(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 security holders 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. pla n of

distribution); (iv) any description of offerees’ or purchasers’ statutory rights under applicable Canadian, provincial or terri torial

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 stricker

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.”

“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 dire

ctors

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 b e

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 relate d

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 calcula ted

to draw investor attention to it.

Form F-8 - Registration Statement Under The Securities Act Of 1933 Page 8

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