# SECURITIES AND EXCHANGE COMMISSION

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## Record

- **Collection:** Agency decision
- **Document type:** Agency decision

## Text

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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Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Asec%3A5b17b59cccd246d1. Public record. Not legal advice.