SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number:

3235-0404

Expires:

September 30, 2028

FORM F-80

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

This registration statement and any amendment thereto shall become effective upon filing with

the Commission in accordance with Rule 467(a).

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. [ ]

SEC 2282 (02-25)

Potential 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.

CALCULATION OF REGISTRATION FEE*

Title of each

class of

securities to be

registered

Amount to be

registered

Proposed

maximum

offering price

per unit

Proposed

maximum

aggregate

offering price

Amount of

registration fee

* See General Instructions IV.F.-IV.H. for rules as to calculation of the registration fee.

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.

GENERAL INSTRUCTIONS

I. General Eligibility Requirements for Use of Form F-80

A.

Form F-80 may be used for registration under the Securities Act of 1933 (“Securities

Act”) of 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”). Securities may

be registered on this Form whether they constitute the sole consideration for such

exchange offer or business combination, or are offered in conjunction with cash.

B.

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) is prepared pursuant to the requirements of any Canadian

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

C.

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.

D.

This Form shall not be used if the Registrant or, in the case of an exchange offer, the

issuer of the securities to be exchanged (the “subject securities”) for securities of the

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Registrant is an investment company registered or required to be registered under the

Investment Company Act of 1940.

II. Eligibility Requirements for Exchange Offers

A.

In the case of an exchange offer, Form F-80 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 had a class of its securities listed on The Montreal Exchange, The Toronto

Stock Exchange or the Senior Board of the Vancouver Stock Exchange for the

12 calendar months immediately preceding the filing of this Form, has been

subject to the continuous disclosure requirements of any securities

commission or equivalent regulatory authority in Canada for a period of at

least 36 calendar months immediately preceding the filing of this Form, and is

currently in compliance with obligations arising from such listing and

reporting; and

(4)

has an aggregate market value of the public float of its outstanding equity

shares of (CN) $75 million or more; provided, however, that such public float

requirement need not be satisfied if the issuer of the securities to be

exchanged is also the Registrant on this Form.

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, “equity shares” shall mean common shares, non-voting

equity shares and subordinate or restricted voting equity shares, but shall not

include preferred shares.

3. 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.

4. For the purposes of this Form, the market value of the public float of outstanding

equity shares 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.

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B.

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.

C.

In the case of an exchange offer, if the Registrant is a successor Registrant subsisting

after a business combination, the Registrant shall be deemed to meet the 36-month

reporting requirement and the 12-month listing requirement of II.A.(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 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 36month reporting requirement; (2) the time the successor registrant has been subject to

the listing requirements of the specified exchanges, 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 12 calendar months, provided, however, that

any predecessor need not be considered for purposes of the listing history calculation if

the listing histories of predecessors 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 such participating companies’ most recently completed fiscal years

immediately prior to the business combination, when combined with the listing history

of the successor Registrant in each case satisfy such 12-month listing requirement; and

(3) the successor Registrant has been subject to such continuous disclosure

requirements and listing requirements since the business combination, and is currently

in compliance with its obligations thereunder.

D.

In the case of an exchange offer, the issuer of the subject securities shall be

incorporated or organized under the laws of Canada or any Canadian province or

territory and be a foreign private issuer, and less than 40 percent of the class of subject

securities outstanding shall be held by U.S. holders.

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.

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2. With respect to any tender offer, including any exchange offer, otherwise eligible to

proceed in accordance with Rule 14d-1(b) under the Securities Exchange Act of

1934 (the “Exchange Act”), the issuer of the subject securities will be presumed to

be a foreign private issuer and U.S. holders will be presumed to hold less than 40

percent of such outstanding securities, unless (a) the aggregate trading volume of

that class on national securities exchanges in the United States and on NASDAQ

exceeded its aggregate trading volume on securities exchanges in Canada and on

the Canadian Dealing Network, Inc. (“CDN”) over the 12 calendar month period

prior to commencement of this offer, or if commenced in response to a prior offer,

over the 12 calendar month period prior to commencement of the initial offer (based

on volume figures published by such exchanges, NASDAQ and CDN); (b) the most

recent annual report or annual information form filed or submitted by the issuer

with securities regulators of Ontario, Quebec, British Columbia or Alberta (or, if the

issuer of the subject securities is not a reporting issuer in any of such provinces,

with any other Canadian securities regulator) or 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.

3. For purposes of this Form, if this Form is filed during the pendency of one or more

ongoing cash tender 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.

4. 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.

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

the end of the subject issuer’s last quarter or, if such quarter terminated within 60

days of the filing date, as of the end of such issuer’s preceding quarter.

III. Eligibility Requirements for Business Combinations

A.

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 Vancouver

Stock Exchange for the 12 calendar months immediately preceding the filing

of this Form, has been subject to the continuous disclosure requirements of

any securities commission or equivalent regulatory authority in Canada for a

period of at least 36 calendar months immediately preceding the filing of this

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Form, 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 recently completed fiscal years, each meet such reporting and listing

requirements; and

(3)

B.

the aggregate market value of the public float of the outstanding equity shares

of each company participating in the business combination other than the

successor Registrant is (CN) $75 million or more; provided, however, 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 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.

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:

1. 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.

2. For purposes of business combinations, the calculation of U.S. holders shall be

made by a participant as of the end of such participant’s last quarter or, if such

quarter terminated within 60 days of the filing date, as of the end of such

participant’s preceding quarter.

C.

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

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offered to any other holder of the same class of such securities of the participating

company.

IV. Application of General Rules and Regulations

A.

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. Securities Act

rules and regulations other than Regulation C shall apply to filings on this Form unless

specifically excluded in this Form.

B.

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.

C.

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.

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.

D.

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, the prospectus contained in this registration statement

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relates to registration statement[s] 33-[insert file numbers of previous registration

statements].”

E.

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.

F.

At the time of filing this registration statement, the Registrant shall pay to the

Commission in accordance with 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.

G.

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 that may 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.

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H.

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.

I.

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

the registration statement or amendment as permitted by the rules of the applicable

Canadian securities administrator.

J.

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.

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K.

Where the offering registered on this Form is being made pursuant to the home

jurisdiction’s shelf procedures or procedures for pricing offerings after the final receipt

has been issued, three copies of each supplement to, or supplemented version of, the

home jurisdiction disclosure document(s) prepared under such procedures shall be filed

with the Commission within one business day after such supplement or supplemented

version is filed with any Canadian jurisdiction. Such filings shall be deemed not to

constitute amendments to this registration statement. Each such filing shall contain in

the upper right corner of the cover page the following legend, which may be set forth in

longhand if legible: “Filed pursuant to General Instruction IV.K. of Form F-80; 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 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.

V. Compliance with Exchange Act and Auditor Independence and Reporting

Requirements

A.

Pursuant to Rule 12h-4 under the Exchange Act, a Registrant shall be exempt from

reporting obligations under Section 15(d) of the Exchange Act if such reporting

obligation would have arisen solely from registration of securities on this Form.

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) of the Exchange Act and Rules 10b-6, 10b-7 and 10b-13 under the Exchange

Act. [See Exchange Act Release No. 29355 (June 21, 1991) containing exemptions

from Rules 10b-6 and 10b-13.]

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-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

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required by Item 2 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 TO 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) or 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.

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

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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 tenpoint 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 BEENAPPROVED OR DISAPPROVED BYTHE

SECURITIESAND 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.”

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.

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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 calculated to draw

investor attention to it.

Item 3. 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 4. 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.

(1)

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

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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)

A copy of any agreement relating to the proposed acquisition or business

combination, as applicable.

(3)

Copies of any documents incorporated by reference into the registration statement

and any publicly available documents filed with any other Canadian regulatory

authority concurrently with the prospectus.

(4)

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 registration statement, 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 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:

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(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.

(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 FX referencing the file number of the relevant registration statement.

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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-80 and

has duly caused this registration statement to be signed on its behalf by the undersigned,

thereunto duly authorized, in the City of

on

(date)

,

, Country of

,

.

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 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 so designated on the cover page of this Form,

and the registration statement shall be signed by each such existing corporation and

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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-80 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 or of the District of Columbia or Puerto Rico by service of said subpoena or

process upon the Registrant’s designated agent.

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