ELIGIBILITY FOR INVESTMENT
In the opinion of Bull, Housser & Tupper LLP, counsel to the Company, and Fraser Milner Casgrain, LLP, counsel to the Underwriters, based on the current provisions of the Income Tax Act (Canada) (the “Tax Act”) and the regulations thereunder, the Offered Shares, if issued on the date hereof, would be qualified investments under the Tax Act for trusts governed by registered retirement savings plans (“RRSPs”), registered retirement income funds (“RRIFs”), deferred profit sharing plans, registered education savings plans, registered disability savings plans and tax-free savings accounts (“TFSAs”), provided the Offered Shares are listed on a “designated stock exchange” as defined in the Tax Act (which includes the TSX).
Notwithstanding that the Offered Shares may be a qualified investment for a trust governed by a TFSA, an RRSP or a RRIF, the holder of a TFSA, or the annuitant of an RRSP or RRIF, as the case may be, which acquires Offered Shares will be subject to a penalty tax under the Tax Act if such Offered Shares are a “prohibited investment” for the particular TFSA, RRSP or RRIF for the purposes of the Tax Act. The Offered Shares will be “prohibited investments” for a TFSA, an RRSP or RRIF, if: (i) the holder of the TFSA, or the annuitant of the RRSP or RRIF, has a “significant interest” (within the meaning of the Tax Act) in the Company; (ii) the holder of the TFSA, or the annuitant of the RRSP or RRIF, has a “significant interest” (within the meaning of the Tax Act) in a corporation or partnership with which the Company does not deal at arm’s length for the purposes of the Tax Act; or (iii) the holder of the TFSA, or the annuitant of the RRSP or RRIF, does not deal at arm’s length with the Company for the purposes of the Tax Act. Investors should consult their own tax advisors in this regard, including with respect to any potential relief from the application of the prohibited investment rules under an undated letter that the Department of Finance (Canada) provided in 2012 to the Joint Committee on Taxation of the Canadian Bar Association and the Canadian Institute of Chartered Accountants.
FINANCIAL AND CURRENCY INFORMATION
The Company reports in Canadian dollars. Accordingly, unless otherwise indicated, all references to “C$” “$” or dollars in this Prospectus refer to Canadian dollars and any references to “US$” refer to United States’ dollars. The Annual Financial Statements (as defined hereunder) were prepared in accordance with Canadian generally accepted accounting principles. The Interim Financial Statements (as defined hereunder) were prepared in accordance with International Financial Reporting Standards.
On November 16, 2012, the noon exchange rate quoted by the Bank of Canada was C$1.00 equals US$0.9972.
DOCUMENTS INCORPORATED BY REFERENCE
Information has been incorporated by reference in this Prospectus from documents filed with certain securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Secretary of the Company at Suite 302 - 1620 West 8th Avenue, Vancouver, British Columbia V6J 1V4, Canada, telephone: (604) 639-4456 and are also available electronically at www.sedar.com.
The following documents filed by the Company with the applicable securities commissions or similar regulatory authorities in Canada, are specifically incorporated by reference herein and form an integral part of this Prospectus:
(a) the annual information form of the Company dated March 28, 2012 for the fiscal year ended December 31, 2011 (the "Annual Information Form");
(b) the audited annual consolidated financial statements of the Company for the fifteen-month period ended December 31, 2011 and for the fiscal year ended September 30, 2010 together with the notes thereto (the “Annual Financial Statements”) and the independent auditors' report thereon;