SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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3235-0378

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FORM F-8

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 2290 (05-19)

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.

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GENERAL INSTRUCTIONS

I. General Eligibility Requirements for Use of Form F-8

A. Form F-8 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 securities to be exchanged (the “subject securities”) for securities of the

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-8 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

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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.

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 the 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

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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; (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 25 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.

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 25 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 25 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 25 percent of such securities.

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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-8 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 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) 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

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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.

B. In the case of a business combination, less than 25 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 the 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 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.

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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 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.

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(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.

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 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

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

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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.

K. 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, 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-8; 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.

V. Compliance with Exchange Act and Auditor Independence and Reporting

Requirements

A. Pursuant to Rule 12h-4 under the Securities Exchange Act of 1934 (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 Regulation M (17 CFR 242.100

through 242.105) and Rule 10b-13 under the Exchange Act. [ See Exchange Act Release

No. 29355 (June 21, 1991) containing an exemption from Rule 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

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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

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 hereunder, 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, 13e4(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 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

documents(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 security holders being solicited (in the case of a business

combination) pursuant to Canadian law.

Notwithstanding the foregoing, such prospectus used in the United States need not contain

any disclosure applicable solely to Canadian offerees or purchasers that would not be material to

offerees or purchasers in the United States, including, without limitation, (i) any Canadian “red

herring” legend; (ii) any discussion of Canadian tax considerations other than those material to

U.S. offerees or purchasers; (iii) the names of any Canadian underwriters not acting as

underwriters in the United States or a description of the Canadian plan of distribution (except to

the extent necessary to describe the material facts of the U.S. plan of distribution); (iv) any

description of offerees’ or purchasers’ statutory rights under applicable Canadian, provincial or

territorial securities legislation (except to the extent such rights are available to U.S. offerees or

purchasers); or (v) certificates of the issuer or any underwriter.

Item 2. Informational Legends

The following legends, to the extent applicable, shall appear on the outside front cover

page of the prospectus (or on a sticker thereto) in bold-face roman type at least as high as 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

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and auditor independence standards, and, thus, may not be comparable to financial

statements of United States companies.”

“Prospective investors should be aware that acquisition of the securities described

herein may have tax consequences both in the United States and in the home country of the

Registrant. Such consequences for investors who are resident in, or citizens of, the United

States may not be described fully herein.”

“The enforcement by investors of civil liabilities under the federal securities laws

may be affected adversely by the fact that the Registrant is incorporated or organized under

the laws of a foreign country, that some or all of its officers and directors may be residents

of a foreign country, that some or all of the underwriters or experts named in the

registration statement may be residents of a foreign country, and that all or a substantial

portion of the assets of the Registrant and said persons may be located outside the United

States.”

“THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY

THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION

PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY

REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.”

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.

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

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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 an

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) 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.

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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:

(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-8 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-8, the Registrant shall file with the Commission a written

irrevocable consent and power of attorney on Form F-X.

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(b) At the time of filing Form F-8, 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-8 and has

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

duly authorized, in the City of

, Country of

,

on

(date)

,

.

Registrant

By (Signature and Title)

Pursuant to the requirements of the Securities Act, this registration statement has been

signed by the following persons in the capacities and on the dates indicated.

(Signature)

(Name and Title)

(Date)

Instructions

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

officers, its principal financial officer, its controller or principal accounting officer, at least a

majority of the board of directors or persons performing similar functions 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 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-8 or any

purchases or sales of any security in connection therewith, may be commenced against it in

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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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