Form F-80 - Registration Statement Under The Securities Act Of 1933 (Page 10 of 11) in pdf

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.

promptly to the Commission by amendment to Form F-X referencing the file number of the relevant registration

statement.

- 10 -

Form F-80 - Registration Statement Under The Securities Act Of 1933 Page 10