Form F-80 - Registration Statement Under The Securities Act Of 1933 (Page 8 of 11) in pdf

PART I –

INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR

PURCHASERS

Item 1

Home Jurisdiction Document

In the case of an exchange offer, the prospectus shall consist of the entire disclosure document or documents used to offer

the securities of the Registrant 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 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 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 securityholders 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.

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

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. 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

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.”

“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.”

- 8 -

Form F-80 - Registration Statement Under The Securities Act Of 1933 Page 8

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