Form F-8 Registration Statement Under The Securities Act Of 1933 (Canadian Issuers) (SEC2290) {F-8}

OMB APPROVAL OMB Number: 3235-0378 Expires: July 31, 2019 estimated average burden hours per response. . . . . ..... 1.0 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F0028 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact name of Registrant as speci336ed in its charter) (Translation of Registrant222s name into English (if applicable)) (Province or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classi336cation Code Number (if applicable)) (I.R.S. Employer Identi336cation Number (if applicable)) (Address and telephone number of Registrant222s principal executive of336 ces) (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 336ling 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 jurisdiction222s shelf prospectus offering procedures, check the following box. 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. 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 OMBGENERAL INSTRUCTIONS control number. SEC 2290 (05-19) American LegalNet, Inc. www.FormsWorkFlow.com 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 (223Securities Act224) 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 223business combination224). 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 af336liate of either; and (2) convertible securities, provided that such securities are convertible only into securities of the Registrant, its parent or an af336liate of either. Instruction. For purposes of this Form, an 223af336liate224 of a person is anyone who bene336cially 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 person222s af336liates shall be made as of the end of such person222s most recently completed 336 scal 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 223subject securities224) 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 336ling 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 336ling 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 337oat of its outstanding equity shares of (CN) $75 million or more; provided, however, that such public 337 oat requirement need not be satis336 ed if the issuer of the securities to be exchanged is also the Registrant on this Form. Instructions. 1. For purposes of this Form, 223foreign private issuer224 shall be construed in accordance with Rule 405 under the Securities Act. 2. For purposes of this Form, 223equity shares224 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 223public 337oat224 of speci336ed securities shall mean only such securities held by persons other than af336liates of the issuer. 4. For the purposes of this Form, the market value of the public 337 oat 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 336ling. If there is no market for any of 2 American LegalNet, Inc. www.FormsWorkFlow.com such securities, the book value of such securities computed as of the latest practicable date prior to the 336ling 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 de336cit, 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 companies222 most recently completed 336scal 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 speci336ed 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