Form F-80 - Registration Statement Under The Securities Act Of 1933 (Page 4 of 11) in pdf

with the Commission indicates that U.S. holders hold 40 percent or more of the outstanding subject class

of securities; or (c) the offeror has actual knowledge that the level of U.S. ownership equals or exceeds 40

percent of such securities.

or exchange offers for securities of the class subject to the offer that was commenced or was eligible to be

commenced on Schedule 13E-4F, Schedule 14D-1F, and/or Form F-8 or Form F-80, the date for calculation

of U.S. ownership shall be the same as that date used by the initial bidder or issuer.

For purposes of this Form, the class of subject securities shall not include any securities that may be converted

into or are exchangeable for the subject securities.

For purposes of exchange offers, the calculation of U.S. holders shall be made as of the end of the subject

issuer’s preceding quarter.

III. Eligibility Requirements for Business Combinations

In the case of a business combination, Form F-80 is available if:

(1) each company participating in the business combination, including the successor Registrant, is incorporated

or organized under the laws of Canada or any Canadian province or territory and is a foreign private issuer;

(2) each company participating in the business combination other than the successor Registrant has had a class

of its securities listed on the Montreal Exchange, the Toronto Stock Exchange or the Senior Board of the

been subject to the continuous disclosure requirements of any securities commission or equivalent regulatory

and is currently in compliance with obligations arising from such listing and reporting; provided, however,

that any such participating company shall not be required to meet such 36-month reporting requirement or

12-month listing requirement if other participating companies 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 the participating companies’ most

in the business combination other than the successor Registrant is (CN) $75 million or more; provided,

however

if other participating companies 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

provided further

an exchange offer that was registered or would have been eligible for registration on Form F-8, Form F-10,

or could have

satisfied such

In the case of a business combination, less than 40 percent of the class of securities to be offered by the successor

Registrant shall be held by U.S. holders, as if measured immediately after completion of business combination.

Instructions:

For purposes of business combinations, the term “U.S. holder” shall mean any person whose address appears

on the records of a participating company, any voting trustee, any depositary, any share transfer agent or

any person acting in a similar capacity on behalf of a participating company as being located in the United

States.

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Form F-80 - Registration Statement Under The Securities Act Of 1933 Page 4