# 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

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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)12

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

(Principal jurisdiction regulating this offering (if applicable))

SEC 2292 (07-22)

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.

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. ☐
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.”

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

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(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 onethird 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
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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 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.

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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 Regulation M (17 CFR 242.100 through
242.105).
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 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) 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.

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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.

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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 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. 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 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.”

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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
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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) 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.

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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).

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

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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
or Carry Forward
Rule

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

X

X

Total Offering Amounts
Total Fees Previously Paid

X

Total Fee Offsets

X

Net Fee Due

X

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Table 2: Fee Offset Claims and Sources

Registrant
or Filer
Name

Fees
Offset
Claims
Fees
Offset
Sources

X

Form or
Filing
Type

File
Number

X

X

X

X

Initial
Filing Date

Filing
Date

Rules

457(b)

X

X

X

Fees
Offset
Sources

X

X

X

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

and 0-11(a)(2)

X

X

X

Rule
Fee Offset
Claims

Fee Offset
Claimed

Security
Type
Associated
with Fee
Offset
Claimed

X

457(p)

X

X

X

X

X

X

X

X

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

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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.
b.
c.
d.
e.
f.
g.
h.
i.
j.
k.

Asset-Backed Securities;
Debt;
Debt Convertible into Equity;
Equity;
Exchange-Traded Vehicle Securities;
Face Amount Certificates;
Limited Partnership Interests;
Mortgage Backed Securities;
Non-Convertible Debt;
Other; and
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.

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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 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 preeffective 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 preeffective amendment.
ii. Fee Calculation Rules and Instructions
a. Rule 457(a).
chapter), enter “457(a)”.

For a fee calculated as specified in Rule 457(a) (§230.457(a) of this

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b. Exchange Offers - General Instruction II.H.
For a fee calculated as specified in General Instruction II.H for a
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.
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.
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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.

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ii. Total Fees Previously Paid.
Provide the aggregate of registration fees previously paid for the newly
registered securities.
iii. Total Fee Offsets.
Instruction 3.

Provide the aggregate of the fee offsets that are claimed in Table 2 pursuant to
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.
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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 011(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.
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
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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
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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), 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.

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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-10 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 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.

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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.

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Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Asec%3A85972f2ab53e7647. Public record. Not legal advice.