SEC 2292 (07-22)

Persons who are to respond to the collection of information contained in this 

form are not required to respond unless the form displays a currently valid OMB 

control number.

United States

 SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

FORM F-10

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Exact name of Registrant as specified in its charter)

(Translation of Registrant’s name into English (if applicable)) 

(Province or other jurisdiction of incorporation or organization)

(Primary Standard Industrial Classification Code Number (if applicable))

(I.R.S. Employer Identification Number (if applicable))

(Address and telephone number of Registrant’s principal executive offices)

(Name, address (including zip code) and telephone number (including area code)

of agent for service in the United States)

Approximate date of commencement of proposed sale of the securities to the public 

(Principal jurisdiction regulating this offering (if applicable))

It is proposed that this filing shall become effective (check appropriate box)

A. upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously 

in the United States and Canada).

B. at some future date (check the appropriate box below)

1. pursuant to Rule 467(b) on (date) at (time) (designate a time not sooner than 7 calendar days after filing).

2. pursuant to Rule 467(b) on (date) at (time) (designate a time 7 calendar days or sooner after filing) because the 

securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (date).

3. pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian 

securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued 

with respect hereto.

4. after the filing of the next amendment to this Form (if preliminary material is being filed). 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home 

jurisdiction’s shelf prospectus offering procedures, check the following box. 

OMB APPROVAL

OMB Number: 3235-0380

Expires: April 30, 2026

Estimated average burden

hours per response. . . . . . 30.23
2

If it is proposed that this filing become effective pursuant to Rule 467(b), the following legend shall appear on the cover page of 

this Form:

“The Registrant hereby amends this registration statement on such date or dates as may be necessary 

to delay its effective date until the registration statement shall become effective as provided in Rule 

467 under the Securities Act of 1933 or on such date as the Commission, acting pursuant to Section 

8(a) of the Act, may determine.”

GENERAL INSTRUCTIONS

I. General Eligibility Requirements for Use of Form F-10

A. Form F-10 may be used for the registration of securities under the Securities Act of 1933 (the “Securities Act”), including 

securities to be issued in an exchange offer or in connection with a statutory amalgamation, merger, arrangement or other 

reorganization requiring the vote of shareholders of the participating companies (a “business combination”).

B. This Form may not be used for registration of derivative securities except: (1) warrants, options and rights, provided that such 

securities and the underlying securities to which they relate are issued by the Registrant, its parent or an affiliate of either; 

and (2) convertible securities, provided that such securities are convertible only into securities of the Registrant, its parent or 

an affiliate of either.

Instruction: For purposes of this Form, an “affiliate” of a person is anyone who beneficially owns, directly or indirectly, or 

exercises control or direction over, more than 10 percent of the outstanding equity shares of such person. The determination 

of a person’s affiliates shall be made as of the end of such person’s most recently completed fiscal year.

C. Form F-10 is available to any Registrant that: 

(1) is incorporated or organized under the laws of Canada or any Canadian province or territory;

(2) is a foreign private issuer;

(3) has been subject to the continuous disclosure requirements of any securities commission or equivalent regulatory authority 

in Canada for a period of at least 12 calendar months immediately preceding the filing of this Form, and is currently in 

compliance with such obligations, provided, however, that in case of a business combination, each participating company 

other than the successor Registrant must meet such 12-month reporting obligation, except that any such participating 

company shall not be required to meet such reporting 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 recently completed fiscal years, each meet such reporting requirement; 

(4) has an aggregate market value of the public float of its outstanding equity shares of $75 million or more; provided, 

however, that in the case of a business combination, the aggregate market value of the public float of the outstanding 

equity shares of each participating company other than the successor Registrant is $75 million or more, except that any 

such participating company shall not be required to meet such public float 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 recently completed fiscal years, each meet such public float requirement; and provided further, that in 

the case of a business combination, such public float requirement shall be deemed satisfied in the case of a participating 

company whose equity shares were the subject of an exchange offer that was registered or would have been eligible 

for registration on Form F-8, Form F‐10 or Form F-80, or a tender offer in connection with which Schedule 13E-4F or

14D-1F was filed or could have been filed, that terminated within the last 12 months, if the participating company would 

have satisfied such public float requirement immediately prior to commencement of such exchange or tender offer; and

(5) if it does not meet the requirements of I.C.(4) or I.H., discloses in Part II of the registration statement that it has a 

reasonable belief that it would have been eligible to make an offering of investment grade, non-convertible securities 

on Form F-9 as of December 30, 2012, discloses the basis for such belief, and files a final prospectus for an offering 

under the registration statement on or prior to December 31, 2015.
3

Instructions:

1. For purposes of this Form, “foreign private issuer” shall be construed in accordance with Rule 405 under the Securities 

Act.

2. For purposes of this Form, the “public float” of specified securities shall mean only such securities held by persons other 

than affiliates of the issuer.

3. For purposes of this Form, “equity shares” shall mean common shares, non-voting equity shares and subordinate or 

restricted voting equity shares, but shall not include preferred shares. 

4. For purposes of this Form, the market value of outstanding equity shares (whether or not held by affiliates) shall be 

computed by use of the price at which such shares were last sold, or the average of the bid and asked prices of such shares, 

in the principal market for such shares as of a date within 60 days prior to the date of filing. If there is no market for any 

of such securities, the book value of such securities computed as of the latest practicable date prior to the filing of this 

Form shall be used for purposes of calculating the market value, unless the issuer of such securities is in bankruptcy or 

receivership or has an accumulated capital deficit, in which case one-third of the principal amount, par value or stated 

value of such securities shall be used.

D. In the case of an exchange offer, the issuer of the securities to be exchanged (the “subject securities”) for securities of the 

Registrant shall be incorporated or organized under the laws of Canada or any Canadian province or territory and be a foreign 

private issuer.

E. In the case of a business combination, each participating company shall be incorporated or organized under the laws of Canada 

or any Canadian province or territory and be a foreign private issuer.

F. In the case of an exchange offer, the securities to be registered on this Form shall be offered to U.S. holders upon terms and 

conditions not less favorable than those offered to any other holder of the same class of subject securities.

G. In the case of a business combination, the securities to be registered on this Form shall be offered to U.S. holders upon terms 

and conditions not less favorable than those offered to any other holder of the same class of such securities of the participating 

company.

Instructions:

1. For purposes of exchange offers, the term “U.S. holder” shall mean any person whose address appears on the records 

of the issuer of the subject securities, any voting trustee, any depositary, any share transfer agent or any person acting 

in a similar capacity on behalf of the issuer of the subject securities as being located in the United States.

2. 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.

3. 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.

H. With respect to registration of debt securities or preferred securities on this Form, if the Registrant is a majority-owned 

subsidiary, it shall be deemed to meet the requirements of I.C.(3) and (4) above if the parent of the Registrant-subsidiary 

meets the requirements of I.C. above and fully and unconditionally guarantees the securities being registered as to principal 

and interest (if debt securities) or as to liquidation preference, redemption price and dividends (if preferred shares); provided, 

however, that the securities of the subsidiary are only convertible or exchangeable, if at all, for the securities of the parent.

I. If the Registrant is a successor Registrant subsisting after a business combination, it shall be deemed to meet the 36-month 

reporting requirement of I.C.(3) above if: (1) the time the successor Registrant has been subject to the continuous disclosure 

requirements of any securities commission or equivalent regulatory authority in Canada, when added separately to the time 

each predecessor had been subject to such requirements at the time of the business combination, in each case equals at least 

36 calendar months, provided, however, that any predecessor need not be considered for purposes of the reporting history 

calculation if the reporting histories of predecessors whose assets and gross revenues, respectively, would contribute at least 
4

80 percent of the total assets and gross revenues from continuing operations of the successor Registrant, as measured based 

on pro forma combination of such participating companies’ most recently completed fiscal years immediately prior to the 

business combination, when combined with the reporting history of the successor Registrant in each case satisfy such 36-month 

reporting requirement and (2) the successor Registrant has been subject to such continuous disclosure requirements since the 

business combination, and is currently in compliance with its obligations thereunder.

J. This Form shall not be used for registration of securities if no takeover bid circular or issuer bid circular (in the case of an 

exchange offer) or information circular (in the case of a business combination) or prospectus (in all other cases) is prepared 

pursuant to the requirements of any Canadian jurisdiction due to the availability of an exemption from such requirements.

K. This Form shall not be used if the Registrant or, in the case of an exchange offer, the issuer of the subject securities is an 

investment company registered or required to be registered under the Investment Company Act of 1940.

II. Application of General Rules and Regulations

A. A registration statement on this Form, and any amendment thereto, shall become effective in accordance with Rule 467 under 

the Securities Act.

B. The rules comprising Regulation C under the Securities Act shall not apply to filings on this Form unless specifically referred 

to in the Form. Instead, the rules and regulations applicable in the home jurisdiction regarding the Form and method of 

preparation of disclosure documents shall apply to filings on this Form. A registration statement or amendment thereto on 

this Form shall be deemed to be filed on the proper form unless objection to the Form is made by the Commission prior to 

the effective date. Securities Act rules and regulations other than Regulation C shall apply to filings on this Form unless 

specifically excluded in this Form. 

C. Rule 408 under the Securities Act, which provides that in addition to the information expressly required to be included in the 

registration statement, there shall be added such further material information, if any, as may be necessary to make the required 

statements, in light of the circumstances under which they are made, not misleading, shall apply to filings on this Form.

D. A registrant must file the registration statement in electronic format via the Commission's Electronic Data Gathering, Analysis, 

and Retrieval (EDGAR) system in accordance with the EDGAR rules set forth in Regulation S-T (17 CFR Part 232). For 

assistance with EDGAR questions, call the Filer Support Office at (202) 551-8900.

Include an exhibit index in the registration statement, which must appear before the required signatures in the document. The 

exhibit index must list each exhibit according to the letter or number assigned to it. If an exhibit is incorporated by reference, 

this must be noted in the exhibit index. Each exhibit identified in the exhibit index (other than an exhibit filed in eXtensible 

Business Reporting Language) must include an active link to an exhibit that is filed with the registration statement or, if the 

exhibit is incorporated by reference an active hyperlink to the exhibit separately filed on EDGAR. If the registration statement 

is amended, each amendment must include active hyperlinks to the exhibits required with the amendment. For paper filings, 

the pages of the manually signed original registration statement should be numbered in sequence, and the exhibit index should 

give the page number in the sequential numbering system where each exhibit can be found. 

If filing the registration statement in paper under a hardship exemption in Rule 201 or 202 of Regulation S-T (17 CFR 

232.201 or 232.202), or as otherwise permitted, a registrant must file with the Commission at its principal office five copies 

of the complete registration statement and any amendments, including exhibits and all other documents filed as a part of the 

registration statement or amendment. The registrant must bind, staple or otherwise compile each copy in one or more parts 

without stiff covers. The registrant must further bind the registration statement or amendment on the side or stitching margin 

in a manner that leaves the reading matter legible. The registrant must provide three additional copies of the registration 

statement or amendment without exhibits to the Commission.

E. Any amendment to a registration statement on this Form shall be filed under cover of an appropriate facing sheet, shall be 

numbered consecutively in the order in which filed, and shall indicate on the facing sheet the applicable registration form on 

which the amendment is prepared and the file number of the registration statement.

If, however, an amendment to the home jurisdiction document(s) is filed after effectiveness of this registration statement that 

increases the number of securities that may be sold, in lieu of filing a post-effective amendment hereto, a new registration 

statement shall be filed on this Form. As provided in Rule 429, the prospectus included in the new registration statement shall 

be deemed to include a prospectus covering unsold securities registered previously. If this is the case, the following legend 

shall appear at the bottom of the facing page of the registration statement: “Pursuant to Rule 429 under the Securities Act, 
5

the prospectus contained in this registration statement relates to registration statement[s] 33-[insert file numbers of previous 

registration statements].”

F. An electronic filer must provide the signatures required for the registration statement or amendment in accordance with 

Regulation S-T Rule 302 (17 CFR 232.302). A registrant filing in paper must have at least one copy of the registration statement 

or amendment signed in accordance with Securities Act Rule 402(e) (17 CFR 230.402(e)) by the persons whose signatures 

are required for this registration statement. A registrant must also conform the unsigned copies. 

G. At the time of filing this registration statement, the Registrant shall pay to the Commission in accordance with the instructions 

to this Form and Rule 111 under the Securities Act a fee in U.S. dollars in the amount prescribed by Section 6 of the Securities 

Act. The amount of securities to be registered on this Form need not exceed the amount to be offered in the United States as 

part of the offering. The filing fee shall be computed in accordance with Rule 457 except that Rule 457(f) shall not apply.

H. In the case of an exchange offer, the registration fee is to be calculated as follows:

(1) Upon the basis of the market value of the securities that may be received by the Registrant or cancelled in the exchange 

offer from United States residents as established by the price of securities of the same class, as determined in accordance 

with paragraph (4) of this section.

(2) If there is no market for the securities to be received by the Registrant or cancelled in the exchange offer, the book value 

of such securities computed as of the latest practicable date prior to the date of filing the registration statement shall be 

used, unless the issuer of such securities is in bankruptcy or receivership or has an accumulated capital deficit, in which 

case one-third of the principal amount, par value or stated value of such securities shall be used.

(3) If any cash may be received by the Registrant from United States residents in connection with the exchange offer, the 

amount thereof shall be added to the value of the securities to be received by the Registrant or cancelled as computed in 

accordance with paragraph (1) or (2) of this section. If any cash is to be paid by the Registrant in connection with the 

exchange offer, the amount thereof shall be deducted from the value of the securities to be received by the Registrant 

in exchange as computed in accordance with paragraph (1) or (2) of this section.

(4) For purposes of the registration fee, the market value of the securities received or cancelled shall be the average of the 

high and low prices reported or the average of the bid and asked prices of such stock, in the principal market for such 

stock as of a date within 30 days prior to the date of filing.

I. In the case of a business combination, the registration fee is to be calculated as follows:

(1) Upon the basis of the market value of the equity securities of the predecessor companies held by United States residents 

being offered the Registrant’s securities, as established by the price of the predecessors’ securities of the same class 

determined in accordance with paragraph (4) of this section.

(2) If there is no market for the securities of the predecessor companies, the book value of such securities computed as of 

the latest practicable date prior to the date of filing the registration statement shall be used, unless the issuer of such 

securities is in bankruptcy or receivership or has an accumulated capital deficit, in which case one-third of the principal 

amount, par value or stated value of such securities shall be used.

(3) If any cash may be received by the Registrant from United States residents in connection with the business combination, 

the amount thereof shall be added to the value of the securities as computed in accordance with paragraph (1) or (2) of 

this section. If any cash is to be paid by the Registrant in connection with the business combination, the amount thereof 

shall be deducted from the value of the securities as computed in accordance with paragraph (1) or (2) of this section.

(4) For purposes of the registration fee, the market value of a predecessor’s equity securities shall be the average of the high 

and low prices reported or the average of the bid and asked prices of such securities, in the principal market for such 

securities as of a date within 30 days prior to the date of filing.

J. A registrant must file the registration statement or amendment in electronic format in the English language in accordance with 

Regulation S-T Rule 306 (17 CFR 232.306). A registrant may file part of the prospectus or exhibit or other attachment to the 

registration statement or amendment in both French and English if it included the French text to comply with the requirements 

of the Canadian securities administrator or other Canadian authority and, for an electronic filing, if the filing is an HTML 

document, as defined in Regulation S-T Rule 11 (17 CFR 232.11). For both an electronic filing and a paper filing, a registrant 

may provide an English translation or English summary of a foreign language document as an exhibit or other attachment to 
6

the registration statement or amendment as permitted by the rules of the applicable Canadian securities administrator. 

K. A paper filer must number sequentially one signed original of the registration statement or amendment (in addition to any 

internal numbering that otherwise may be present) by handwritten, typed, printed or other legible form of notation from the 

first page through the last page of the registration statement or amendment, including any exhibits or attachments. A paper filer 

must disclose the total number of pages on the first page of the sequentially numbered registration statement or amendment. 

L. Where the offering registered on this Form is being made pursuant to the home jurisdiction's shelf prospectus offering 

procedures or procedures for pricing offerings after the final receipt has been issued, each supplement to, or supplemented 

version of, the home jurisdiction disclosure document(s) prepared under such procedures shall be filed with the Commission 

in electronic format via the EDGAR system within one business day after such supplement or supplemented version is filed 

with the principal jurisdiction. Such filings shall be deemed not to constitute amendments to this registration statement. Each 

such filing shall contain in the upper right hand corner of the cover page the following legend, which may be set forth in 

longhand if legible: "Filed pursuant to General Instruction II.L. of Form F-10; File No. 33-[insert number of the registration 

statement]."

Note: Offerings registered on this Form, whether or not made contemporaneously in Canada, may be made pursuant to National 

Policy Statement No. 44 shelf prospectus offering procedures and procedures for pricing offerings after the final receipt has 

been issued. Rules 415 and 430A under the Securities Act are not available for offerings registered on this Form.

M. If the offering to be registered on this Form is not being made contemporaneously in Canada, the registration statement on 

this Form and any amendments hereto shall be prepared and filed as if the offering were being made contemporaneously in 

Canada. The Commission has been advised that the principal jurisdiction in Canada designated by the Registrant in connection 

with such an offering will require the filing of such documents and may select them for review.

III. Compliance with Exchange Act and Auditor Independence and Reporting Requirements

A. Pursuant to Rule 15d-4 under the Securities Exchange Act of 1934 (the “Exchange Act”), reporting obligations under Section 

15(d) of the Exchange Act (and the requirements of Regulation 15D thereunder) arising solely from an offering of securities 

registered on this Form may be met by filing with the Commission, under cover of Forms 40-F and 6-K, certain home 

jurisdiction documents. Registrants’ attention is directed, however, towards other provisions of the Exchange Act that may 

be applicable, and specifically to the provisions of Sections 12(b) and 12(g) and Rules 10b-6 and 10b-7 under the Exchange 

Act.

B. The Commission’s rules on auditor independence, as codified in Section 600 of the Codification of Financial Reporting 

Policies, apply to auditor reports on all financial statements that are included in this registration statement, except that such 

rules do not apply with respect to periods prior to the most recent fiscal year for which financial statements are included in 

the registration statement under the Securities Act filed by the issuer on Form F-8, Form F-9, Form F-10 or Form F-80 or 

under the Exchange Act filed by the issuer on Form 40-F. Notwithstanding the exception in the previous sentence, such rules 

do apply with respect to any periods prior to the most recent fiscal year if the issuer previously was required to file with the 

Commission a report or registration statement containing an audit report on financial statements for such prior periods as to 

which the Commission’s rules on auditor independence applied.

C. Independent accountants reporting on financial statements included in the registration statement should consider Canadian auditing 

guidelines pertaining to the Canada-U.S. reporting conflict with respect to contingencies and going concern considerations. 

If additional comments for U.S. readers are appropriate under those guidelines but are not included in the prospectus itself, 

those comments should be included with the legends required by Item 3 of Part I hereof. In addition, the accountant’s consent 

specifically should refer to any additional comments provided for U.S. readers.

D. Pursuant to Rule 13e-4(g) under the Exchange Act, the provisions of Rule 13e-4 are not applicable and pursuant to Rule 14d-1(b) 

under the Exchange Act, the provisions of Sections 14(d)(1) through 14(d)(7) of the Exchange Act, Regulation 14D under 

the Exchange Act and Schedule 14D-1 thereunder, and Rule 14e-1 under Regulation 14E, are not applicable to a transaction 

involving offerings of securities that may be registered on this Form in connection with exchange offers; provided that, if 

an exemption has been granted from the requirements of Canadian federal, provincial and/or territorial laws, regulations or 

policies, and the tender offer does not comply with requirements that otherwise would be required by Commission tender 

offer rules, the Registrant shall comply with such provisions of the Exchange Act. Such transaction is not exempt from the 

antifraud provisions of Section 10(b), 13(e) and 14(e) of the Exchange Act or Rule 10b-5, 13e-4(b)(1) or 14e-3 thereunder, 

if the transaction otherwise is subject to those sections.
7

PART I — INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

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 
8

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 related securities, as 

permitted by applicable laws or regulations of Canada or its provinces or territories.”

Any prospectus to be used before the effective date of the registration statement shall contain, on the outside front cover page (or 

on a sticker thereto) the following statement printed in red ink in type as large as that generally used in the body of the prospectus:

“Information contained herein is subject to completion or amendment. A registration statement relating to these securities has 

been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior 

to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of 

an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful 

prior to registration or qualification under the securities laws of any such State.”

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 3. 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 calculated to 

draw investor attention to it.

Item 4. Incorporation of Certain Information by Reference

Information called for by this Form, including exhibits, may be incorporated by reference at the Registrant’s option from documents 

that the Registrant has filed previously with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act or submitted to the 

Commission pursuant to Rule 12g3-2(b) under the Exchange Act. For information that you are incorporating by reference, identify the 

document where the information was originally filed or submitted and the specific location of the information within that document. The 

statement must be made at the particular place where the information is required, if applicable. Unless expressly permitted or required, 

disclosure must not be incorporated by reference from a second document if that second document incorporates information pertinent 

to such disclosure by reference to a third document. If any information is incorporated by reference into the prospectus, the prospectus 

must provide the name, address, and telephone number of an officer of the Registrant from whom copies of such information may be 

obtained upon request without charge.

Item 5. List of Documents Filed with the Commission

There shall be set forth in or attached to the prospectus a list of all documents filed with the Commission as part of the registration 

statement.

PART II — INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

Provide a brief description of the indemnification provisions relating to directors, officers and controlling persons of the Registrant 

against liability arising under the Securities Act (including any provision of the underwriting agreement which relates to indemnification 

of the underwriter or its controlling persons by the Registrant against such liabilities where a director, officer or controlling person of the 

Registrant is such an underwriter or controlling person thereof or a member of any firm which is such an underwriter), together with a 

statement in substantially the following form:

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, 

officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been 

informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against 

public policy as expressed in the Act and is therefore unenforceable.

The exhibits specified below shall be filed as part of the registration statement. Exhibits shall be appropriately lettered or numbered 

for convenient reference.
9

(1) In the case of an exchange offer or business combination, any reports or information that, in accordance with the requirements 

of the jurisdiction of incorporation or organization of the subject issuer or, in the case of a business combination, in accordance 

with the requirements of the jurisdiction(s) of incorporation or organization of companies involved in the transaction other 

than the Registrant, must be made publicly available by the Registrant in connection with the transaction.

(2) In the case of an exchange offer or a business combination, a copy of any agreement relating to the proposed acquisition or 

business combination, as applicable.

(3) In all other cases, any reports or information that in accordance with the requirements of the principal jurisdiction must be 

made publicly available in connection with the offering (or, if the offering is not being made contemporaneously in Canada, 

the reports or information that would be required to be made publicly available by the principal jurisdiction if the offering 

were made in Canada).

(4) Copies of any documents incorporated by reference into the registration statement and any publicly available documents filed 

with the principal jurisdiction or any other Canadian regulatory authority concurrently with the prospectus.

(5) If any accountant, engineer or appraiser, or any person whose profession gives authority to a statement made by him, is 

named as having prepared or certified any part of the offering document, or is named as having prepared or certified a report 

or valuation for use in connection with the offering document, the manually signed, written consent of such person.

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 or prospectus 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.

(6) If any name is signed to the registration statement or amendment 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.

(7) A copy of any indenture relating to the registered securities.

(8) through (100) [Reserved]

(101) Where a registrant prepares its financial statements in accordance with either generally accepted accounting principles as 

used in the United States or International Financial Reporting Standards as issued by the International Accounting Standards 

Board, an Interactive Data File (§232.11 of this chapter) is:

(a) Required to be submitted. Required to be submitted to the Commission in the manner provided by Rule 405 of Regulation S-T 

(§232.405 of this chapter) if the registrant does not prepare its financial statements in accordance with Article 6 of Regulation 

S-X (17 CFR 210.6-01 et seq.), except that an Interactive Data File:

(i) First is required for a periodic report on Form 10-Q (§249.308a of this chapter), Form 20-F (§249.220f of this chapter), or 

Form 40-F (§249.240f of this chapter), as applicable; and

(ii) Is required for a registration statement under the Securities Act only if the registration statement contains a price or price 

range.

(b) Permitted to be submitted. Permitted to be submitted to the Commission in the manner provided by Rule 405 of Regulation 

S-T (§232.405 of this chapter) if the:

(i) Registrant does not prepare its financial statements in accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et 

seq.); and

(ii) Interactive Data File is not required to be submitted to the Commission under subparagraph (a) of this paragraph (101).

(c) Not permitted to be submitted. Not permitted to be submitted to the Commission if the registrant prepares its financial statements 
10

in accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.).

Instruction to paragraphs (101)(a) and (b): When an Interactive Data File is submitted as provided by Rule 405(a)(3)(i) of 

Regulation S-T (§232.405(a)(3)(i) of this chapter), the exhibit index must include the word “Inline” within the title description 

for any eXtensible Business Reporting Language (XBRL)-related exhibit.

(102) through (106) [Reserved].

(107) The following information, in substantially the tabular form indicated, as to each type and class of securities being registered.

Calculation of Filing Fee Tables 

..............

(Form Type)

..............................................................

(Exact Name of Registrant as Specified in its Charter)

.............................................................................

(Translation of Registrant’s Name into English (if Applicable))

Table 1: Newly Registered Securities

Security 

Type

Security 

Class 

Title

Fee 

Calculation 

Rule or 

Instruction

Amount 

Registered

Proposed 

Maximum 

Offering 

Price Per 

Unit

Maximum 

Aggregate 

Offering 

Price

Fee 

Rate

Amount of 

Registration Fee

Fees to Be Paid X X X X X X X X

Fees Previously 

Paid

X X X X X X X

Total Offering Amounts X X

Total Fees Previously Paid X

Total Fee Offsets X

Net Fee Due X

Table 2: Fee Offset Claims and Sources

Registrant

or Filer

Name

Form

or

Filing

Type

File

Number

Initial

Filing

Date

Filing

Date

Fee Offset

Claimed

Security

Type

Associated

with Fee

Offset

Claimed

Security

Title

Associated

with Fee

Offset

Claimed

Unsold

Securities

Associated

with Fee

Offset

Claimed

Unsold

Aggregate

Offering

Amount

Associated

with Fee

Offset

Claimed

Fee Paid

with Fee

Offset

Source

Rules 457(b) and 0-11(a)(2)

Fees Offset

Claims X X X X

Fees Offset

Sources X X X X X

Rule 457(p)

Fee Offset

Claims X X X X X X X X X

Fees Offset

Sources X X X X X
11

Table 3: Combined Prospectuses

Security Type Security Class Title Amount of Securities

Previously Registered

Maximum Aggregate

Offering Price of

Securities

Previously Registered

Form

Type

File

Number

Initial Effective

Date

X X X X X X X

Instructions to the Calculation of Filing Fee Tables and Related Disclosure 

(“Instructions”):

1. General Requirements.

A. Applicable Table Requirements.

The “X” designation indicates the information required to be disclosed, as applicable, in tabular format. Add as many rows 

of each table as necessary.

B. Security Types.

i. For securities that are being initially registered, choose a security type permitted to be registered on this form from 

the following list of security types to respond to the applicable table requirement:

a. Asset-Backed Securities;

b. Debt;

c. Debt Convertible into Equity;

d. Equity;

e. Exchange-Traded Vehicle Securities;

f. Face Amount Certificates;

g. Limited Partnership Interests;

h. Mortgage Backed Securities;

i. Non-Convertible Debt;

j. Other; and

k. Unallocated (Universal) Shelf. 

ii. When a table requires both security type and title of each class of securities, choose a security type from the list in 

Instruction 1.B.i and provide this information for each unique combination of security type and title of each class of securities. 

For example, it would be appropriate to provide the following on separate lines of Table 1:

Equity Class A Preferred Shares

Equity Class B Preferred Shares

C. Fee Rate.

For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.

D. Explanations.

If not otherwise explained in response to these instructions, disclose specific details relating to the fee calculation as necessary 

to clarify the information presented in each table, including references to General Instructions II.G. through II.I. of this Form 
12

and the provisions of Rule 457 (§230.457 of this chapter) and any other rule being relied upon. All disclosure these Instructions 

require that is not specifically required to be presented in tabular format must appear in narrative format immediately after 

the table(s) to which it corresponds.

E. Rule 416.

If, as a result of stock splits, stock dividends, or similar transactions, the number of securities purported to be registered on 

this registration statement changes, the provisions of Rule 416 shall apply to this registration statement.

F. Submission Method.

This exhibit must be submitted as required by Rule 408 of Regulation S-T (§232.408 of this chapter).

2. Table 1: Newly Registered Securities Table and Related Disclosure.

A. Newly Registered Securities.

For securities that are initially being registered on this form, provide the following information.

i. Fees to Be Paid and Fees Previously Paid.

a. Fees to Be Paid.

Provide the information Table 1 requires under the heading “Newly Registered Securities” for the line item “Fees to 

Be Paid” for securities to be registered for which filing fees have not already been paid in connection with the initial filing of 

this form or a pre-effective amendment.

b. Fees Previously Paid.

Provide the information Table 1 requires under the heading “Newly Registered Securities” for the line item “Fees 

Previously Paid” for securities to be registered for which filing fees have already been paid in connection with the initial filing 

of this form or a pre-effective amendment.

ii. Fee Calculation Rules and Instructions

a. Rule 457(a).

For a fee calculated as specified in Rule 457(a) (§230.457(a) of this chapter), enter “457(a)”.

b. Exchange Offers - General Instruction II.H.

For a fee calculated as specified in General Instruction II.H for an exchange offer, enter “457(a)”, 457(o)”, or “Other”, 

as applicable. 

Separately disclose the amount and value of securities that may be received by the registrant or cancelled upon the issuance 

of securities registered on this Form from United States residents, and explain how the value was calculated in accordance 

with General Instruction II.H.(1) or II.H.(2). The explanation must include the value per share of the securities that may be 

received by the registrant or cancelled upon the issuance of securities registered on this Form. Also disclose any amount of 

cash to be paid by the registrant in connection with the exchange, and any amount of cash that may be received from United 

States residents by the registrant in connection with the exchange. In accordance with General Instruction II.H.(3), to determine 

the maximum aggregate offering price for such a transaction, the registrant should deduct any amount of cash paid by the 

registrant in connection with the exchange from, and add any amount of cash that may be received from United States residents 

by the registrant in connection with the exchange to, the value of the securities to be received or cancelled as calculated in 

accordance with General Instruction II.H.(1) or II.H.(2). Omit from the filing fee table the maximum offering price per unit.

c. Business Combinations – General Instruction II.I.

For a fee calculated as specified in General Instruction II.I for a business combination, enter “457(a)”, 457(o)”, or 

“Other”, as applicable.
13

Separately, disclose the amount and value of the equity securities of the predecessor companies held by United States residents 

being offered the registrant’s securities, and explain how the value was calculated in accordance with General Instruction 

II.I.(1) or II.I.(2).

The explanation must include the value per share of the equity securities of the predecessor companies held by United States 

residents being offered the registrant’s securities. Also disclose any amount of cash to be paid by the registrant in connection 

with the business combination, and any amount of cash that may be received from United States residents by the registrant 

in connection with the business combination. In accordance with General Instruction II.I.(3), to determine the maximum 

aggregate offering price for such a transaction, the registrant should deduct any amount of cash to be paid by the registrant in 

connection with the business combination from, and add any amount of cash that may be received from United States 

residents by the registrant in connection with the business combination to, the value of the equity securities of the predecessor 

companies held by United States residents being offered the registrant’s securities as calculated in accordance with General 

Instruction II.I.(1) or II.I.(2). Omit from the filing fee table the maximum offering price per unit.

d. Rule 457(o).

If relying on Rule 457(o) under the Securities Act (§230.457(o) of this chapter) to register securities on this Form by 

maximum aggregate offering price, enter “457(o)”. You may omit from any such row the Amount Registered and the Proposed 

Maximum Offering Price Per Unit.

e. Other.

If relying on a rule other than Rule 457(a) or (o), enter “Other”.

iii. Other Tabular Information.

Provide the following information in the table for each unique combination of security type and title of each class of securities 

to be registered as applicable:

a. The security type of the class of securities to be registered;

b. The title of the class of securities to be registered;

c. The amount of securities being registered expressed in terms of the number of securities, proposed maximum offering

price per unit and resulting proposed maximum aggregate offering price, or, if the related filing fee is calculated in reliance 

on Rule 457(o), the proposed maximum aggregate offering price;

d. The fee rate; and

e. The registration fee.

iv. Pre-Effective Amendments.

If a pre-effective amendment is filed to concurrently (i) increase the amount of securities of one or more registered classes 

or add one or more new classes of securities; and (ii) decrease the amount of securities of one or more registered classes, a 

registrant that did not rely on Rule 457(o) to calculate the filing fee due for the initial filing or latest pre-effective amendment 

to such filing may recalculate the total filing fee due for the registration statement in its entirety and claim an offset pursuant 

to Rule 457(b) in the amount of the filing fee previously paid in connection with the registration statement. This recalculation 

procedure is not available, however, if a pre-effective amendment is filed only to increase the amount of securities of one or 

more registered classes or add one or more new classes. A pre-effective amendment that uses this recalculation procedure 

must include the revised offering amounts as securities to be registered for which filing fees have not already been paid in 

connection with the initial filing of this form or a pre-effective amendment for purposes of Table 1. If you use this recalculation 

procedure, separately disclose that you are using it and expressly reference this Instruction 2.A.iv. 

B. Totals.

i. Total Offering Amounts.

Provide the maximum aggregate offering price and the aggregate registration fee for the newly registered securities.

ii. Total Fees Previously Paid.

Provide the aggregate of registration fees previously paid for the newly registered securities.
14

iii. Total Fee Offsets.

Provide the aggregate of the fee offsets that are claimed in Table 2 pursuant to Instruction 3.

iv. Net Fee Due 

Provide the difference between (a) the aggregate registration fee for the newly registered securities from the Total Offering 

Amounts row; and (b) the sum of (i) the aggregate of registration fees previously paid for the newly registered securities from 

the Total Fees Previously Paid row; and (ii) the aggregate fee offsets claimed from the Total Fee Offsets row. 

3. Table 2: Fee Offset Claims and Sources.

A. Terminology.

For purposes of this Instruction 3 and Table 2, the term “submission” means any (i) initial filing of, or amendment (pre-effective 

or post-effective), to a fee-bearing document; or (ii) fee-bearing form of prospectus filed under Rule 424 under the Securities 

Act (§230.424 of this chapter), in all cases that was accompanied by a contemporaneous fee payment. For purposes of these 

instructions to Table 2, a contemporaneous fee payment is the payment of a required fee that is satisfied through the actual 

transfer of funds, and does not include any amount of a required fee satisfied through a claimed fee offset. Instructions 3.B.ii 

and 3.C.ii require a filer that claims a fee offset under Rule 457(b) or (p) under the Securities Act (§230.457(b) or (p) of this 

chapter) or Rule 0-11(a)(2) under the Exchange Act (§240.0-11(a)(2) of this chapter) to identify previous submissions with 

contemporaneous fee payments that are the original source to which the fee offsets claimed on this filing can be traced. See

Instruction 3.D for an example.

B. Rules 457(b) and 0-11(a)(2).

If relying on Rule 457(b) under the Securities Act (§230.457(b) of this chapter) or Rule 0-11(a)(2) under the Exchange Act 

(§240.0-11(a)(2) of this chapter) to offset some or all of the filing fee due on this registration statement by amounts paid in 

connection with earlier filings (other than this Form F-10) unless pursuant to Instruction 2.A.iv) relating to the same transaction, 

provide the following information:

i. Fee Offset Claims.

For each earlier filed Securities Act registration statement or Exchange Act document relating to the same transaction 

from which a fee offset is being claimed, provide the information that Table 2 requires under the heading “Rules 457(b) 

and 0-11(a)(2)” for the line item “Fee Offset Claims”. The “Fee Offset Claimed” column requires the dollar amount of the 

previously paid filing fee to be offset against the currently due fee.

Note to Instruction 3.B.i.

If claiming an offset from a Securities Act registration statement, provide a detailed explanation of the basis for the claimed offset.

ii. Fee Offset Sources.

With respect to amounts claimed as an offset under Rule 457(b) or Rule 0-11(a)(2), identify those submissions with 

contemporaneous fee payments that are the original source to which those amounts can be traced. For each submission 

identified, provide the information that Table 2 requires under the heading “Rules 457(b) and 0-11(a)(2)” for the line item 

“Fee Offset Sources. The “Fee Paid with Fee Offset Source” column requires the dollar amount of the contemporaneous fee 

payment made with respect to each identified submission that is the source of the fee offset claimed pursuant to Rule 457(b) 

or 0-11(a)(2).

C. Rule 457(p).

If relying on Rule 457(p) under the Securities Act (§230.457(p) of this chapter) to offset some or all of the filing fee due on 

this registration statement with the filing fee previously paid for unsold securities under an earlier filed registration 

statement, provide the following information:

i. Fee Offset Claims.
15

For each such earlier filed registration statement from which the registrant is claiming a filing fee offset, provide the 

information Table 2 requires under the heading “Rule 457(p)” for the line item “Fee Offset Claims”. The “Fee Offset Claimed” 

column requires the dollar amount of the previously paid filing fee to be offset against the currently due fee.

Notes to Instruction 3.C.i.

1. Provide a statement that the registrant has either withdrawn each prior registration statement or has terminated or completed 

any offering that included the unsold securities under the prior registration statements.

2. If you were not the registrant under the earlier registration statements, entering information under the heading “Rule 457(p)” 

pursuant to Instruction 3.C.i affirms that you are that registrant’s successor, majority-owned subsidiary, or parent owning more 

than 50% of the registrant’s outstanding voting securities eligible to claim a filing fee offset. See the definitions of “successor” 

and “majority-owned subsidiary” in Rule 405 under the Securities Act (§230.405 of this chapter).

ii. Fee Offset Sources.

With respect to amounts claimed as an offset under Rule 457(p), identify those submissions with contemporaneous 

fee payments that are the original source to which those amounts can be traced. For each submission identified, provide the 

information Table 2 requires under the heading “Rule 457(p)” for the line item “Fee Offset Sources”. The “Fee Paid with Fee 

Offset Source” column requires the dollar amount of the contemporaneous fee payment made with respect to each identified 

submission that is the source of the fee offset claimed pursuant to Rule 457(p).

D. Fee Offset Source Submission Identification Example.

A filer:

• Initially files a registration statement on Form S-1 on 1/15/20X1 (assigned file number 333-123456) with a fee payment 

of $10,000;

• Files pre-effective amendment number 1 to the Form S-1 (333-123456) on 2/15/20X1 with a fee payment of $15,000 

and the registration statement goes effective on 2/20/20X1;

• Initially files a registration statement on Form S-1 on 1/15/20X4 (assigned file number 333-123467) with a fee payment 

of $25,000 and relies on Rule 457(p) to claim an offset of $10,000 related to the unsold securities registered on the previously 

filed Form S-1 (333-123456) and apply it to the $35,000 filing fee due and the registration statement goes effective on 

2/15/20X4.

• Initially files a registration statement on Form S-1 (assigned file number 333-123478) on 1/15/20X7 with a fee payment 

of $15,000 and relies on Rule 457(p) to claim an offset of $30,000 related to the unsold securities registered on the most 

recently effective Form S-1 (333-123467) filed on 1/15/20X4 and apply it to the $45,000 filing fee due. 

For the registration statement on Form S-1 with file number 333-123478 filed on 1/15/20X7, the filer can satisfy the submission 

identification requirement when it claims the $30,000 fee offset from the Form S-1 (333-123467) filed on 1/15/20X4 by 

referencing any combination of the Form S-1 (333-123467) filed on 1/15/20X4, the pre-effective amendment to the Form 

S-1 (333-123456) filed on 2/15/20X1 or the initial filing of the Form S-1 (333-123456) on 1/15/20X1 in relation to which 

contemporaneous fee payments were made equal to $30,000. 

One example could be: 

• the Form S-1 (333-123467) filed on 1/15/20X4 in relation to the payment of $25,000 made with that submission; and

• the pre-effective amendment to the Form S-1 (333-123456) filed on 2/15/20X1 in relation to the payment of $5,000 out 

of the payment of $15,000 made with that submission (it would not matter if the filer cited to this pre-effective amendment 

and/or the initial submission of this Form S-1 (333-123456) on 1/15/20X1 as long as singly or together they were cited as 

relating to a total of $5,000 in this example).

In this example, the filer could not satisfy the submission identification requirement solely by citing to the Form S-1 (333-123467) 

filed on 1/15/20X4 because even though the offset claimed and available from that filing was $30,000, the contemporaneous 

fee payment made with that filing ($25,000) was less than the offset being claimed. As a result, the filer must also identify a 

prior submission or submissions with an aggregate of contemporaneous fee payment(s) of $5,000 as the original source(s) to 

which the rest of the claimed offset can be traced.

4. Table 3: Combined Prospectuses. 

If this Form includes a combined prospectus pursuant to Rule 429 under the Securities Act of 1933 (§230.429 of this chapter), 
16

provide the information that Table 3 requires for each earlier effective registration statement that registered securities that may 

be offered and sold using the combined prospectus. Include a separate row for each unique combination of security type and 

title of each class of those securities. The amount of securities previously registered that may be offered and sold using the 

combined prospectus must be expressed in terms of the number of securities (under column heading “Amount of Securities 

Previously Registered”), or, if the related filing fee was calculated in reliance on Rule 457(o), must be expressed in terms of 

the maximum aggregate offering price (under column heading “Maximum Aggregate Offering Price of Securities Previously 

Registered”).

Note to Instruction 4.

Table 1 should not include the securities registered on an earlier effective registration statement that may be offered and sold 

using the combined prospectus under Rule 429.

PART III — UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Item 1. Undertaking

This Form shall set forth the following undertaking of the Registrant:

The 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-10 or to transactions in said securities.

Item 2. Consent to Service of Process

(a) At the time of filing Form F-10, 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-10, 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. 

(c) Any change to the name or address of the agent for service of the Registrant or the trustee shall be communicated promptly 

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

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets 

all of the requirements for filing on Form F-10 and has duly caused this registration statement to be signed on its behalf by the 

undersigned, thereunto duly authorized, in the City of ___________________________________, Country of ___________________ 

on _________________________, _________.

 (date)

Registrant 

By (Signature and Title) 

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the 

capacities and on the dates indicated.

(Signature)

(Name and Title) 

(Date) 

Instructions:

A. The registration statement shall be signed by the Registrant, its principal executive officer or officers, its principal financial officer, 

its controller or principal accounting officer, at least a majority of the board of directors or persons performing similar functions 
17

and its authorized representative in the United States. Where the Registrant is a limited partnership, the registration statement shall 

be signed by a majority of the board of directors of any corporate general partner signing the registration statement.

B. The name of each person who signs the registration statement shall be typed or printed beneath his signature. Any person who 

occupies more than one of the specified positions shall indicate each capacity in which the registration statement is signed.

C. If the securities to be offered are those of a corporation not yet in existence at the time the registration statement is filed and which 

will be a party to a consolidation involving two or more existing corporations, then each such existing corporation shall be deemed 

a Registrant and shall be designated on the cover page of this Form, and the registration statement shall be signed by each such 

existing corporation and by the officers and directors of each such existing corporation as if each such existing corporation were 

the sole Registrant.

D. By signing this Form, the Registrant consents without power of revocation that any administrative subpoena may be served, or any 

administrative proceeding, civil suit or civil action where the cause of action arises out of or relates to or concerns any offering 

made or purported to be made in connection with the securities registered pursuant to Form F-10 or any purchases or sales of any 

security in connection therewith, may be commenced against it in any administrative tribunal or in any appropriate court in any 

place subject to the jurisdiction of any state or of the United States of the District of Columbia or Puerto Rico by service of said 

subpoena or process upon the Registrant’s designated agent.