WHERE YOU CAN FIND MORE INFORMATION
We are subject to the periodic reporting
and other informational requirements of the Exchange Act. Under the Exchange
Act we are required to file
or furnish
annual
and special reports and other information with the SEC. As a foreign private
issuer under the Exchange Act, we are exempt from rules thereunder prescribing
the furnishing and content of proxy statements, and our officers, directors and
principal shareholders are exempt from reporting and short-swing profit
recovery provisions contained in Section 16 of the Exchange Act. We are also
exempt from Regulation FD.
You may read
and copy any of the reports, statements, or other information we file or
furnish with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549 at prescribed rates. Information on the operation of
the Public Reference Room may be obtained by calling the SEC at
1-800-SEC-0330. The SEC filings are also available to the public from
commercial document retrieval services and are available at the Internet
website maintained by the SEC at
www.sec.gov
.
These reports
and other information filed or furnished by us with the SEC are also available
free of charge at our website at
www.goldreserveinc.com
, under our “Investor
Relations” tab. Our website also contains filings made with the Canadian
securities regulatory authorities, which can also be accessed at
www.sedar.com
.
The
information contained in our website is
not
incorporated by reference
and
does not
constitute a part of this prospectus.
INCORPORATION BY REFERENCE
We have filed
with the SEC a registration statement on Form F-3 under the Securities Act
covering the Securities offered by this prospectus. This prospectus does not
contain all of the information that you can find in our registration statement
and the exhibits to the registration statement. Statements contained in this
prospectus as to the contents of any contract or other document referred to are
not necessarily complete and in each instance such statement is qualified by
reference to each such contract or document filed or incorporated by reference
as an exhibit to the registration statement.
The SEC allows us to “incorporate by
reference” the information we file or furnish with them. This means that we
can disclose important information to you by referring you to other documents
that are legally considered to be part of this prospectus, and later
information that we file or furnish with the SEC will automatically update and
supersede the information in this prospectus. We incorporate by reference into
this prospectus the following documents:
·
Our annual report on Form 40-F, for our fiscal year ended
December 31, 2015, filed on April 20, 2016;
·
Our unaudited interim consolidated financial statements as of
March 31, 2016 and June 30, 2016, as filed on our reports on Form 6-K furnished
on May 11, 2016 and August 26, 2016, respectively;
·
Our reports on Form 6-K furnished on January 13, 2016, January
15, 2016, January 21, 2016, February 29, 2016, March 4, 2016, March 9, 2016,
April 25, 2016, May 5, 2016, May 6, 2016, May 11, 2016, May 17, 2016, May 26,
2016, May 31, 2016, June 9, 2016, June 24, 2016, August 2, 2016, August 9, 2016
and August 15, 2016;
·
The description of our capital stock set forth in our report on
Form 6-K furnished on September 19, 2014;
·
Our Articles of Continuance and By-law No. 1 contained in
Exhibits 99.1 and 99.2, respectively, to our report on Form 6-K furnished on
September 19, 2014; and
·
All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Form 40-F
mentioned above.
In the event of conflicting information
in these documents, the information in the latest filed documents shall control.
PROSPECTUS
SUMMARY
The following
summary highlights certain information contained elsewhere in this prospectus
and in the documents incorporated by reference herein. It does not contain all
the information that may be important to you. You should carefully read this
prospectus and the documents incorporated by reference herein, before deciding
to invest in the Securities.
Overview
We are
incorporated under the laws of Alberta, Canada and are currently engaged
primarily in settling our dispute with the Venezuelan government. We also
continue to look for opportunities to acquire, explore and develop mining
projects. We consider ourselves an exploration stage company and were incorporated
in 1998 under the laws of Yukon, Canada. We are the successor issuer to Gold
Reserve Corporation, which was incorporated in 1956. In September 2014, we
changed our legal domicile from the Yukon, Canada to Alberta, Canada. From
1992 to 2008 we focused substantially all of our management and financial
resources on the development of the Brisas Project, a gold and copper project
located in the Kilometer 88 mining district of the State of Bolivar in southeastern
Venezuela (the “
Brisas Project
”). The Brisas Project was expropriated
by the Venezuelan government in 2008. On September 22, 2014, the ICSID
tribunal announced an Arbitral Award to the Company in the amount of $740.3
million in connection with the Brisas arbitration relating to such
expropriations.
Settlement and Mixed
Company Agreements
On August 8,
2016, we announced the execution of the Settlement Agreement with Venezuela
pursuant to which Venezuela would pay us the Arbitral Award, which amounts to approximately
$769.7 million, including accrued interest to February 24, 2016 (the date we
entered into a memorandum of understanding with Venezuela with respect to the
Settlement Agreement). The amount would be paid in two installments: (i)
$600.0 million on or before October 31, 2016, and (ii) approximately $169.7
million on or before December 31, 2016.
We have temporarily suspended the legal
enforcement of the Arbitral Award in contemplation of Venezuela making the
installment payments pursuant to the Settlement Agreement in a timely manner,
at which time we would formally cease all legal activities related to the
collection of the Arbitral Award.
I
f the first
installment with respect to the payment of the Arbitral Award is not timely
made by Venezuela, the Settlement Agreement would terminate in accordance with
its terms. To the extent the first payment is made on a timely basis, and
thereafter the second payment is not timely made by Venezuela, we would have
the right to terminate the Settlement Agreement by written notice, without
requiring any decision from any judicial authority.
Pursuant to
the Settlement Agreement, Venezuela would also purchase the Mining Data for $240.0
million in four quarterly installments of $50.0 million beginning October 31,
2016, with a fifth and final installment of $40.0 million due on or before
October 31, 2017. After the final installment payment with respect to the
Mining Data, the Mining Data would be transferred to the Venezuelan National
Mining Database.
In addition,
the Company has also entered into a mixed company agreement (the “
Mixed
Company Agreement
”), pursuant to which Venezuela and Gold Reserve would
form the Mixed Company to develop the Brisas Project and the adjacent Cristinas
gold and copper project as a combined project (the “
Brisas-Cristinas Project
”).
The Mixed Company would be beneficially owned 55% by Venezuela and 45% by a
wholly-owned subsidiary of Gold Reserve. The mining project term would be 40
years (20 years with two 10 year extensions).
Venezuela would
contribute to the Mixed Company the rights to the gold, copper, silver and
other strategic minerals contained within 18,000 hectares located in southeast
Bolivar State, which includes the Brisas-Cristinas Project. We would provide,
under a technical services agreement (the terms of which would be agreed upon
by the parties in the future), engineering, procurement and construction
services to the Mixed Company for a fee of 5% of all costs of construction and
development of the project. After commencement of commercial production, we would
be paid a fee of 5% of the technical assistance costs during operations.
The parties
have agreed to participate in the net profits of the Mixed Company, in
accordance with an agreed formula resulting in specified respective percentages
based on the sales price of gold per ounce. For sales up to $1,600 per ounce,
net profits would be allocated 55% to Venezuela and 45% to Gold Reserve. For
sales greater than $1,600 per ounce, the incremental amount would be allocated
70% and 30%, respectively. For example, with sales at $1,600 and $3,500 per
ounce, net profits will be allocated 55% to 45% and 60.5% to 39.5%,
respectively.
The Mixed Company would also pay a net
smelter return royalty to Venezuela on the sale of gold, copper, silver and any
other strategic minerals of 5% for the first ten years of commercial
production, 6% for the next ten years and 7% thereafter. The anticipated capital costs of the Brisas-Cristinas Project
will be approximately $2.1 billion. We expect to work together with Venezuela
to obtain financing sufficient to cover those costs.
RISK
FACTORS
Set out
below are certain risk factors that could materially adversely affect our
future business, operating results or financial condition. Investors should
carefully consider these risk factors and the other risk factors and
information in this prospectus, including under “Cautionary Note Regarding
Forward-Looking Statements and Information” and our filings with the SEC.
These filings include our annual report on Form 40-F for the year ended
December 31, 2015, filed with the SEC on April 20, 2016, which is incorporated
by reference in this prospectus, our reports on Form 6-K subsequently furnished
to the SEC which we have determined to incorporate by reference into this
prospectus, and the other documents incorporated by reference in this
prospectus, before making investment decisions involving the Securities.
Risks Related to the
Settlement or Other Collection of Arbitral Award
Delay or failure by Venezuela to make
payments or otherwise honor its commitments under the Settlement Agreement could
materially adversely affect the Company.
On August 8,
2016, we announced the execution of the Settlement Agreement pursuant to which
Venezuela would pay us approximately $769.7 million with respect to the
Arbitral Award in two installments―$600.0 million on or before October
31, 2016, and approximately $169.7 million on or before December 31, 2016. In
addition, Venezuela would acquire the Mining Data for $240.0 million in four quarterly installments of $50.0 million beginning
October 31, 2016, with a fifth and final installment of $40.0 million due on or
before October 31, 2017.
We have temporarily suspended the legal
enforcement of the Arbitral Award in contemplation of Venezuela making the
installment payments pursuant to the Settlement Agreement in a timely manner,
at which time we would formally cease all legal activities related to the
collection of the Arbitral Award.
Venezuela has agreed to use
the proceeds from any financing it closes after the execution of the Settlement
Agreement to pay amounts owed thereunder in preference to any other creditor,
though there can be no assurance that such financing will be obtained. There
can also be no assurance that Venezuela will make any or all of the payments
contemplated by the Settlement Agreement or honor its other commitments
thereunder. If the first installment with respect to the payment of the
Arbitral Award is not timely made by Venezuela, the Settlement Agreement would
terminate in accordance with its terms. To the extent the first payment is made
on a timely basis, and thereafter the second payment is not timely made by
Venezuela, we would have the right to terminate the Settlement Agreement by
written notice, without requiring any decision from any judicial authority.
In the event that any of the installment
payments are not made by Venezuela, we would either seek an extension, other
modification of the terms of our agreements with Venezuela or resume our
efforts to enforce and collect the Arbitral Award. Any failure or significant
delay by Venezuela to make payments under the Settlement Agreement, or any
resulting termination of our agreements with Venezuela, could have a material
adverse effect on the Company.
The Company and Venezuela may not be
successful in forming and operating the Mixed Company.
Pursuant to the
Mixed Company Agreement, Venezuela and Gold Reserve would form the Mixed
Company to develop the Brisas-Cristinas Project. Formation and operation of the
Mixed Company may be subject to certain legal and regulatory obstacles, the
completion of any additional definitive documentation between the parties and
finalizing remaining approvals, if any, for certain tax and economic benefits
related to the activities of the Mixed Company from the National Executive
Branch of the Venezuelan government. In addition, we expect to work together
with Venezuela to obtain financing sufficient to cover the capital costs of the
project, which we expect to be substantial. However, there can be no assurance
that the parties will be able to obtain sufficient financing in a timely
manner. In the event that the parties are unable to form the Mixed Company,
including completing any additional definitive documentation, obtain financing
on a timely basis and thereafter operate the Mixed Company, we could be forced
to either renegotiate our agreements with Venezuela or forego the opportunity
to realize the expected benefits of the Mixed Company, which could have a
material adverse effect on the Company.
Our activities
related to the Brisas-Cristinas Project are concentrated in Venezuela and are
subject to inherent local risks.
The
Brisas-Cristinas Project is located in Venezuela and, as a result, we will be
subject to traditional operational, regulatory, political and economic risks
specific to its location, including: (i) significant or abrupt changes in the
applicable regulatory or legal climate; (ii) negative international response to
Venezuelan domestic
and international policies; (iii) the
potential for corruption and uncertain legal enforcement and the potential
impact of civil unrest, military actions or crime; and (iv) the potential
invalidation, confiscation, expropriation or rescission of governmental orders,
permits, agreements or property rights and changes in regulations related to
mining, environmental and social issues.
In the event that the Settlement Agreement
is terminated, our failure to otherwise collect the Arbitral Award could
materially adversely affect the Company.
We have
temporarily suspended the legal enforcement of the Arbitral Award in
contemplation of Venezuela making the installment payments pursuant to the
Settlement Agreement in a timely manner, at which time we would formally cease
all legal activities related to the collection of the Arbitral Award. If either
installment payment with respect to the payment of the Arbitral Award is not
made in accordance with the Settlement Agreement we may either seek an
extension, other modification of the terms of our agreements with Venezuela or,
if otherwise unsuccessful, resume our efforts to enforce and collect the
Arbitral Award. Enforcement and collection of the Arbitral Award is a lengthy
process and will be ongoing for the foreseeable future if the Settlement Agreement
is terminated. In addition, the cost of pursuing collection of the Arbitral
Award could be substantial and there is no assurance that we would be
successful. Failure to otherwise collect the Arbitral Award if the Settlement
Agreement is terminated, or a substantial passage of time before we are able to
otherwise collect the Arbitral Award, would have a material adverse effect on
the Company, including our ability to service debt and maintain sufficient
liquidity to operate as a going concern.
Risks Related to the Class A Common Shares
The price and liquidity of
our Class A Common Shares may be volatile.
The market price of our Class A Common
Shares may fluctuate based on a number of factors, some of which are beyond our
control, including:
·
we do not have an active market for our Class A Common Shares and
large sell or buy transactions may affect the market price;
·
developments with respect to the Settlement Agreement or the
efforts of the Company and Venezuela to form and operate the Mixed Company;
·
developments in our other efforts to collect the Arbitral Award
and/or sell the Mining Data, if the Settlement Agreement is terminated;
·
economic and political developments in Venezuela;
·
our ability to obtain additional financing for working capital,
capital expenditures, acquisitions or general purposes;
·
shareholder dilution resulting from restructuring or refinancing
our outstanding convertible notes and interest notes;
·
the public’s reaction to announcements or filings by us or other
companies;
·
the public’s reaction to negative news regarding Venezuela and/or
international responses to Venezuelan domestic and international policies
announcements or filings by us or other companies;
·
the price of gold, copper and silver; and
·
the addition to or changes to existing personnel.
The effect of these and other factors on
the market price of the Class A Common Shares has historically made our share
price volatile and suggests that our share price will continue to be volatile
in the future.
We may issue additional
Class A Common Shares, debt instruments convertible into Class A Common Shares
or other equity-based instruments to fund future operations, including in
connection with the funding of the Brisas-Cristinas Project.
We cannot predict the size of any future
issuances of securities, or the effect, if any, that future issuances and sales
of our securities will have on the market price of our Class A Common Shares.
Any transaction involving the issuance of previously authorized but unissued
shares, or securities convertible into shares, may result in dilution to
present and prospective holders of shares.
We do not intend to pay cash dividends or make other
distributions to shareholders unless we collect the Arbitral Award, or some
portion thereof, in the foreseeable future.
We have not
declared or paid any dividends on our Class A Common Shares since 1984. We may
declare cash dividends or make distributions in the future only if our earnings
and capital are sufficient to justify the payment of such dividends or
distributions. Regarding the collection of the Arbitral Award and/or payment
for the Mining Data, subject to applicable regulatory requirements regarding
capital and reserves for operating expenses, accounts payable and taxes, we
expect to distribute, in the most cost efficient manner, a substantial majority
of any net proceeds pursuant to the Arbitral Award after fulfillment of our
corporate obligations.
Other Risks
Related to the Business
Operating losses are expected to continue.
We have no commercial production at this
time and, as a result, we have not recorded revenue or cash flows from mining
operations and have experienced losses from operations for each of the last
five years, a trend we expect to continue unless and until the Arbitral Award
is collected, proceeds from the sale of the Mining Data are collected and/or we
acquire or invest in alternative projects such as the Brisas-Cristinas Project
and we achieve commercial production.
Failure to attract new and/or retain existing personnel
could adversely affect us.
We are dependent upon the
abilities and continued participation of existing personnel to manage
activities related to the Settlement Agreement and the formation and operation
of the Mixed Company, other efforts related to the enforcement and collection
of the Arbitral Award and sale of the Mining Data and to identify, acquire and
develop new opportunities. Substantially all of our existing management
personnel have been employed by us for over 20 years. The loss of existing
employees (in particular those long time management personnel possessing
important historical knowledge related to the Brisas Project which is relevant
to the Brisas arbitration) or an inability to obtain new personnel necessary to
provide the contemplated services to the Mixed Company or to pursue future
efforts to acquire and develop new projects could have a material adverse
effect on our future operations.
Risks inherent in the
mining industry could adversely impact future operations.
Exploration for gold and other
metals is speculative in nature, involves many risks and frequently is
unsuccessful. As is customary in the industry, not all prospects will be
positive or progress to later stages (e.g., the feasibility, permitting,
development and operating stages), therefore, we can provide no assurances as
to the future success of our efforts related to the Brisas-Cristinas Project
and our LMS Gold Project. Exploration programs entail risks relating to
location, metallurgical processes, governmental permits and regulatory
approvals and the construction of mining and processing facilities. Development
can take a number of years, requiring substantial expenditures and there is no
assurance that we will have, or be able to raise, the required funds to engage
in these activities or to meet our obligations with respect to the
Brisas-Cristinas Project and the LMS Gold Project. Any one or more of these
factors or occurrence of other risks could cause us not to realize the
anticipated benefits of an acquisition of properties or companies.
U.S. Internal
Revenue Service designation as a “passive foreign investment company” may
result in adverse U.S. tax consequences to U.S. Holders.
U.S. taxpayers
should be aware that we have determined that we were a “passive foreign
investment company” (a “
PFIC
”) under Section 1297(a) of the U.S.
Internal Revenue Code (the “
Code
”) for the taxable year ended December
31, 2015, we may be a PFIC for the current taxable year, and we may continue to
be a PFIC for
future taxable years. We do not believe
that any of the Company’s subsidiaries were PFICs as to any shareholder of the
Company for the taxable year ended December 31, 2015, however, due to the
complexities of the PFIC determination detailed below, we cannot guarantee this
belief and, as a result, we cannot determine that the Internal Revenue Service
(the “
IRS
”) would not take the position that certain subsidiaries are
not PFICs. The determination of whether the Company and any of its subsidiaries
will be a PFIC for a taxable year depends, in part, on the application of
complex U.S. federal income tax rules, which are subject to differing
interpretations. In addition, whether the Company and any of its subsidiaries
will be a PFIC for any taxable year generally depends on the Company’s and its
subsidiaries’ assets and income over the course of each such taxable year and,
as a result, cannot be predicted with certainty as of the date of this
prospectus. Accordingly, there can be no assurance that the Company and any of
its subsidiaries will not be a PFIC for any taxable year.
For taxable years
in which the Company is a PFIC, any gain recognized on the sale of the Company’s
Class A Common Shares and any “excess distributions” (as specifically defined)
paid on the Company’s Class A Common Shares must be ratably allocated to each
day in a U.S. taxpayer’s holding period for the Class A Common Shares. The
amount of any such gain or excess distribution allocated to prior years of such
U.S. taxpayer’s holding period for the Class A Common Shares generally will be
subject to U.S. federal income tax at the highest tax rate applicable to
ordinary income in each such prior year, and the U.S. taxpayer will be required
to pay interest on the resulting tax liability for each such prior year,
calculated as if such tax liability had been due in each such prior year.
Alternatively, a
U.S. taxpayer that makes a timely and effective “QEF election” generally will
be subject to U.S. federal income tax on such U.S. taxpayer’s pro rata share of
the Company’s “net capital gain” and “ordinary earnings” (calculated under U.S.
federal income tax rules), regardless of whether such amounts are actually
distributed by the Company. For a U.S. taxpayer to make a QEF election, the
Company must agree to supply annually to the U.S. taxpayer the “PFIC Annual
Information Statement” and permit the U.S. taxpayer access to certain
information in the event of an audit by the U.S. tax authorities. We will
prepare and make the statement available to U.S. taxpayers, and will permit
access to the information. As a possible second alternative, a U.S. taxpayer
may make a “mark-to-market election” with respect to a taxable year in which
the Company is a PFIC and the Class A Common Shares are “marketable stock” (as
specifically defined). A U.S. taxpayer that makes a mark-to-market election
generally will include in gross income, for each taxable year in which the
Company is a PFIC, an amount equal to the excess, if any, of (a) the fair
market value of the Class A Common Shares as of the close of such taxable year
over (b) such U.S. taxpayer’s adjusted tax basis in such Class A Common Shares.
There are material tax risks associated
with holding and selling or otherwise disposing the Class A Common Shares.
There are material
tax risks associated with holding and selling or otherwise disposing the Class
A Common Shares, which are described in more detail under “
Taxation
.”
Each prospective investor is urged to consult its own tax advisor regarding the
tax consequences to him or her with respect to the ownership and disposition of
the Class A Common Shares.
It may be difficult to bring certain actions or
enforce judgments against the Company and/or its directors and executive
officers.
Investors in the U.S. or in other
jurisdictions outside of Canada may have difficulty bringing actions and
enforcing judgments against us, our directors or executive officers based on
civil liability provisions of federal securities laws or other laws of the U.S.
or any state thereof or the equivalent laws of other jurisdictions of
residence. We are organized under the laws of Alberta, Canada. Some of our
directors and officers, and some of the experts named from time to time in our
filings, are residents of Canada or otherwise reside outside of the U.S. and
all or a substantial portion of their and our assets, may be located outside of
the U.S. As a result, it may be difficult for investors in the U.S. or outside
of Canada to bring an action in the U.S. against our directors, officers or
experts who are not resident in the U.S. It may also be difficult for an
investor to enforce a judgment obtained in a U.S. court or a court of another
jurisdiction of residence predicated upon the civil liability provisions of
Canadian securities laws or U.S. federal securities laws or other laws of the
U.S. or any state thereof against us or those persons.
As a foreign private issuer in the United States, we are subject to
different U.S. securities laws and rules than a domestic U.S. issuer.
We are a
foreign private issuer under the Exchange Act and, as a result, are exempt from
certain rules under the Exchange Act. The rules we are exempt from include the
proxy rules that impose certain disclosure and procedural requirements for proxy
solicitations. In addition, we are not required to file periodic reports and
financial statements with the SEC as frequently, promptly or in as much detail
as U.S. companies with securities registered under the Exchange Act. We are
not required to comply with Regulation FD, which imposes certain restrictions
on the selective disclosure of material information. Moreover, our officers,
directors and principal shareholders are exempt from the reporting and
short-swing profit recovery provisions of Section 16 of the Exchange Act and
the rules under the Exchange Act with respect to their purchases and sales of
our Class A Common Shares.
PLAN OF DISTRIBUTION
Each Selling Shareholder and any of its
pledgees, assignees and successors-in-interest may, from time to time, sell any
or all of such Selling Shareholder’s Securities covered by this prospectus on
any securities exchange, market or trading facility on which the Securities are
traded or in private transactions. These sales may be at fixed or negotiated
prices. Each Selling Shareholder may use any one or more of the following
methods when selling Securities:
·
ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
·
block trades in which the broker-dealer will attempt to sell the
Securities as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
·
purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
·
an exchange distribution in accordance with the rules of the
applicable exchange;
·
privately negotiated transactions;
·
settlement of short sales entered into after the effective date
of the registration statement of which this prospectus is a part;
·
in transactions through broker-dealers that agree with such Selling
Shareholder to sell a specified number of such Securities at a stipulated price
per share;
·
through the writing or settlement of options or other hedging
transactions, whether through an options exchange or otherwise;
·
a combination of any such methods of sale; or
·
any other method permitted pursuant to applicable law.
Our Class A Common Shares are listed for
trading on the TSXV under the symbol “GRZ.V.” Each Selling Shareholder may
also sell Securities under Rule 144 or any other exemption from registration
available to such Selling Shareholder under the Securities Act, if available,
rather than under this prospectus. Broker-dealers engaged by a Selling
Shareholder may arrange for other brokers-dealers to participate in sales.
Broker-dealers may receive commissions or discounts from the Selling
Shareholders (or, if any broker-dealer acts as agent for the purchaser of
shares, from the purchaser) in amounts to be negotiated, but, except as set
forth in a supplement to this prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission, in compliance with FINRA
Rule 2440; and in the case of a principal transaction a markup or markdown, in
compliance with FINRA IM-2440.
In connection with the sale of the
Securities or interests therein, the Selling Shareholders may enter into
hedging transactions with broker-dealers or other financial institutions, which
may in turn engage in short sales of the Securities in the course of hedging
the positions they assume. The Selling Shareholders may also sell Securities
short and deliver these Securities to close out their short positions, or loan
or pledge the Securities to broker-dealers that in turn may sell these
Securities. The Selling Shareholders may also enter into option or other
transactions with broker-dealers or other financial institutions or create one
or more derivative securities which require the delivery to such broker-dealer
or other financial institution of Securities offered by this prospectus, which
Securities such broker-dealer or other financial institution may resell
pursuant to this prospectus (as supplemented or amended to reflect such
transaction).
The Selling Shareholders and any
broker-dealers or agents that are involved in selling the Securities may be
deemed to be an “underwriter” within the meaning of the Securities Act in
connection with such sales. In such event, any commissions received by such
broker-dealers or agents and any profit on the resale of the Securities
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Shareholder has informed us that it
does not have any written or oral agreement or understanding, directly or
indirectly, with any person to distribute the Securities. In no event shall
any broker-dealer receive fees, commissions and markups which would exceed 8%
in the aggregate.
We are required
to pay certain fees and expenses incurred by us incident to the registration of
the Securities as described under “
Expenses
.”
Because a Selling Shareholder may be
deemed to be an “underwriter” within the meaning of the Securities Act, it will
be subject to the prospectus delivery requirements of the Securities Act,
including Rule 172 thereunder. Each Selling Shareholder has advised us that
there is no underwriter or coordinating broker acting in connection with the
proposed sale of the Securities by such Selling Shareholder.
Under applicable rules and regulations
under the Exchange Act, any person engaged in the distribution of the
Securities may not simultaneously engage in market making activities with
respect to the Securities for the applicable restricted period, as defined in
Regulation M, prior to the commencement of the distribution. In addition, the Selling
Shareholders will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including Regulation M, which may limit
the timing of purchases and sales of shares of the Securities by the Selling
Shareholders or any other person. We will make copies of this prospectus
available to the Selling Shareholders and have informed them of the need to
deliver a copy of this prospectus to each purchaser at or prior to the time of
the sale (including by compliance with Rule 172 under the Securities Act).
EXCHANGE CONTROLS
There are currently no laws, decrees,
regulations or other legislation in Canada that restricts the export or import
of capital, including the availability of cash and cash equivalents for use by
the Company’s group, or that affects the remittance of dividends, interest or
other payments to non-resident holders of our Class A Common Shares other than
withholding tax requirements. There is no limitation imposed by Canadian law
or by our Articles of Continuance (which are deemed to be the Articles of
Incorporation of the Company upon our continuance under the ABCA pursuant to
which we changed our legal domicile to Alberta, Canada) or by-laws on the
rights of a non-resident of Canada to hold or vote our Class A Common Shares, other
than as provided in the North American Free Trade Agreement Implementation Act
(Canada) and in the Investment Canada Act, as amended by the World Trade
Organization Agreement Implementation Act.
The Investment Canada Act requires
notification and, in certain cases, advance review and approval by the
Government of Canada of the acquisition by a “non-Canadian” of “control of a
Canadian business,” all as defined in the Investment Canada Act. Generally the
threshold for review will be higher in monetary terms, and in certain cases an
exemption will apply, for an investor ultimately controlled by persons who are
nationals of a WTO Member or have the right of permanent residence in relation
thereto.
INSPECTION OF DOCUMENTS
Copies of the documents referred to in
this prospectus, or in the registration statement, may be inspected at our
corporate office at 926 W. Sprague Avenue, Suite 200, Spokane, Washington
99201, during normal business hours.
TAXATION
Certain Material U.S. Federal Income Tax Considerations for U.S.
Holders
Certain material U.S. federal income tax considerations
.
The following is a summary of certain material U.S. federal income
tax considerations relating to the acquisition, ownership, and disposition of
Class A Common Shares by U.S. Holders (defined below).
This
summary is for general information purposes only and does not purport to be a
complete analysis or listing of all potential U.S. federal income tax
consequences that may apply to a U.S. Holder. This summary does not take into
account the U.S. federal income tax consequences related to any facts or
circumstances of any particular U.S. Holder. Accordingly, this summary is not
intended to be, and should not be construed as, legal or U.S. federal income
tax advice with respect to any U.S. Holder. Each U.S. Holder should consult
his, her or its own tax advisor regarding the U.S. federal income tax
consequences relating to the acquisition, ownership, and disposition of Class A
Common Shares.
Authorities
.
This
summary is based on the Code, temporary, proposed and final Treasury
Regulations promulgated thereunder, published rulings of the IRS, published
administrative positions of the IRS, and U.S. court decisions that are
applicable and, in each case, as in effect and available, as of the date
hereof. All of the authorities on which this summary is based are subject to
differing interpretations and could be changed in a material and adverse manner
at any time, and any such change could be applied on a retroactive basis. In
such event, the U.S. federal income tax consequences applicable to a U.S.
Holder could materially differ from those described in this summary. This
summary does not discuss the potential effects, whether adverse or beneficial,
of any proposed legislation that, if enacted, could be applied on a retroactive
or prospective basis.
U.S. Holders
. For purposes of this summary, a “
U.S. Holder
” is a
beneficial owner of Class A Common Shares that, for U.S. federal income tax
purposes, is (a) an individual who is a citizen or resident of the U.S., (b) a
corporation, or other entity taxable as a corporation for U.S. federal income
tax purposes, that was created or organized in or under the laws of the U.S.,
any state thereof or the District of Columbia, (c) an estate the income of
which is subject to U.S. federal income taxation regardless of its source, or
(d) a trust, if (1) a court within the U.S. can exercise primary supervision
over the trust and one or more U.S. persons have the authority to control all
substantial decisions of the trust, or (2) the trust was in existence on August
20, 1996, and validly elected to be treated as a U.S. person.
Non-U.S. Holders
. For purposes of this summary, a “
non-U.S. Holder
” is a
beneficial owner of Class A Common Shares other than a U.S. Holder. A non-U.S.
Holder should consult his, her or its own tax advisor regarding the U.S.
federal income tax consequences (including the potential application of and
operation of any income tax treaties) of the acquisition, ownership, and
disposition of Class A Common Shares.
U.S. Holders subject to special U.S. federal income tax rules not
addressed
. This
summary applies only to U.S. Holders that hold Class A Common Shares as “capital
assets” within the meaning of Section 1221 of the Code, and it does not purport
to deal with U.S. Holders that are subject to special provisions under the
Code, including U.S. Holders that: (a) are tax-exempt organizations, qualified
retirement plans, individual retirement accounts, or other tax-deferred
accounts; (b) are financial institutions, insurance companies, real estate
investment trusts, or regulated investment companies; (c) are dealers in
securities, commodities or currencies, or U.S. Holders that are traders in
securities or commodities that elect to apply a mark-to-market accounting
method; (d) have a “functional currency” other than the U.S. dollar; (e) are
subject to the alternative minimum tax under the Code; (f) own Class A Common
Shares as part of a straddle, hedging transaction, conversion transaction,
constructive sale, or other arrangement involving more than one position; (g)
acquired Class A Common Shares in connection with the exercise of employee
stock options or otherwise as compensation for services; (h) hold the Class A
Common Shares other than as capital assets within the meaning of Section 1221
of the Code; or (i) own (directly, indirectly, or constructively) 10% or more,
by voting power or value, of our outstanding shares. U.S. Holders that
are subject to special provisions under the Code, including U.S. Holders
described immediately above, should consult their own tax advisors regarding
the U.S. federal income tax consequences of the acquisition, ownership, and
disposition of Class A Common Shares.
If
a partnership holds Class A Common Shares, the tax treatment of a partner in
the partnership will generally depend on the status of the partner and the
activities of the partnership. This summary does not address
partnerships or partners in partnerships. A person that
is a partner in a partnership that holds Class A Common Shares should consult
his, her or its own tax advisor regarding the tax consequences of the
acquisition, ownership, and disposition of Class A Common Shares.
Tax consequences other than U.S. federal income tax consequences
to U.S. Holders not addressed
. Other than the discussion of certain Canadian tax
consequences set forth below, this summary does not address the consequences
arising under U.S. federal estate, gift, or excise tax laws or the tax laws of
any applicable foreign, state, local or other jurisdiction. Each U.S. Holder
should consult his, her or its own tax advisor regarding the consequences of
any of these laws on the acquisition, ownership, and disposition of Class A
Common Shares. In addition, this summary does not address the U.S. tax
consequences to non-U.S. Holders. Each non-U.S. Holder should consult his, her
or its own tax advisor regarding the U.S. tax consequences of the acquisition,
ownership, and disposition of Class A Common Shares.
We have
determined that we have been and may continue to be a “passive foreign
investment company” under the
Code and, as a result,
there may be adverse U.S. tax consequences for U.S. Holders
.
We have determined that we were a PFIC for the taxable year ended
December 31, 2015, we may be a PFIC for the current taxable year, and we may
continue to be a PFIC for future taxable years. Accordingly, special U.S.
federal income tax rules that are summarized below apply to the acquisition, ownership
and disposition of Class A Common Shares.
Passive foreign investment company (PFIC) rules
.
Sections 1291 through 1298 of the Code contain special rules
applicable to non-U.S. corporations that are PFICs. A non-U.S.
corporation will be considered a PFIC if 75% or more of its gross income
(including a pro rata share of the gross income of any company (U.S. or non-U.S.)
in which the corporation is considered to own 25% or more of the shares by
value) in a taxable year is passive income. Alternatively, a non-U.S. corporation
will be considered a PFIC if at least 50% of the assets (averaged over the four
quarter ends of the year) of the corporation (including a pro rata share of the
assets of any company of which the corporation is considered to own 25% or more
of the shares by value) in a taxable year are held for the production of, or
produce, passive income.
We
have been and we may be a PFIC in the current and/or future taxable years. The
determination of whether we and any of our subsidiaries will be a PFIC for a
taxable year depends on (i) the application of complex U.S. federal income tax
rules, which are subject to differing interpretations, and (ii) our, and our
subsidiaries’, assets and income over the course of each such taxable year. As
a result, whether we and any of our subsidiaries will be PFICs for any taxable
year cannot be predicted with certainty as of the date of this prospectus. Accordingly,
there can be no assurance that we and any of our subsidiaries will or will not
be a PFIC for any taxable year.
For
taxable years in which we are a PFIC, each U.S. Holder, in the absence of an
election by such U.S. Holder to treat the Company as a “qualified electing fund”
(a “
QEF election
”), or an election by such U.S. Holder to “mark-to-market”
his or her Class A Common Shares (an “
MTM election
”), as discussed
below, will, upon certain “excess distributions” by the Company or upon
disposition of the Class A Common Shares at a gain, be liable to pay U.S.
federal income tax at the highest tax rate on ordinary income in effect for
each year to which the income is allocated plus interest on the tax, as if the
distribution or gain had been recognized ratably over each day in the U.S.
Holder’s holding period for the Class A Common Shares while we were a
PFIC.
A
U.S. Holder who owns Class A Common Shares during a period when we are a PFIC
will be subject to the foregoing PFIC rules, even if we cease to be a PFIC,
unless such U.S. Holder makes a QEF election in the first year of the U.S.
Holder’s holding period for the Class A Common Shares and in which we are
considered a PFIC (a “
timely QEF election”
). A U.S. Holder that makes a
timely and effective QEF election will not be subject to the adverse taxation
rules for PFICs discussed above with respect excess distributions or gains. Instead,
such U.S. Holder will be subject to U.S. federal income tax on his, her or its
pro rata share of our “net capital gain” and “ordinary earnings” (calculated
under U.S. federal income tax rules), regardless of whether such amounts are
actually distributed by us. A U.S. Holder who makes such a timely QEF election
will also be entitled to treat any future gain on the sale of the Class A Common
Shares as capital gain.
For
a U.S. Holder to make a QEF election, we must agree to supply annually to the
U.S. Holder the “PFIC Annual Information Statement” described in Treasury
Regulations and permit the U.S. Holder access to certain information in the
event of an audit by the U.S. tax authorities. We will prepare and make the
statement available to U.S. Holders, and will permit access to the information.
Treasury Regulations provide that a holder
of an option or warrant to acquire stock of a PFIC may not make a QEF election
that will apply to the option or warrant or to the stock subject to the option
or warrant. In addition, if a U.S. Holder owns Class A Common Shares and has
made a QEF election for that stock, the QEF election will not apply to the
stock that is subject to an option or a warrant. Under Treasury Regulations,
if a U.S. Holder holds an option or warrant to acquire stock of a PFIC, the
holding period with respect to the shares of stock of the PFIC acquired upon
exercise of the warrant or option shall include the period that the warrant or
option was held. The general effect of these rules is that (a) under the
adverse taxation rules for PFICs discussed above, excess distributions and
gains realized on the disposition of shares in a PFIC received upon exercise of
a warrant or option will be spread over the entire holding period for the
warrant or option and the shares acquired thereby and (b) if a U.S. Holder
makes a QEF election upon the exercise of the warrant or option and receipt of
the shares, that election generally will not be a timely QEF election with
respect to such shares and thus the adverse taxation rules with respect to
PFICs discussed above will continue to apply.
Therefore,
a U.S. Holder that receive Class A Common Shares upon the exercise of options
or warrants will not be able to make a timely QEF election with respect to such
Class A Common Shares. However, it appears that a U.S. Holder receiving Class
A Common Shares upon the exercise of options or warrants should be able to
avoid the adverse taxation rules for PFICs discussed above with respect to
future excess distributions and gains if such U.S. Holder makes a QEF election
effective as of the first day of the taxable year of such U.S. Holder beginning
after the receipt of such Class A Common Shares, and such U.S. Holder also makes
an election to recognize gain (which will be taxed under the adverse taxation
rules for PFICs rules discussed above) as if such Class A Common Shares were
sold on such date at fair market value (a “
Gain Recognition Election
”).
Each U.S. Holder should consult his, her or its own tax advisor concerning the
advisability of making a Gain Recognition Election to his, her or its
particular circumstances.
As
an alternative to the QEF election, a U.S. Holder may make a MTM election if we
are a PFIC and the Class A Common Shares are “marketable stock” (as
specifically defined under the rules governing MTM elections). We believe the
Class A Common Shares are currently “marketable stock” for this purpose. If a
U.S. Holder makes the MTM election, it must recognize as ordinary income or
loss each year an amount equal to the difference as of the close of the taxable
year (or actual disposition of the Class A Common Shares) between the fair
market value of the Class A Common Shares and his, her or its adjusted tax
basis in the Class A Common Shares. Losses would be allowed only to the extent
of net mark-to-market gain previously included in income by the U.S. Holder
under the election for prior taxable years. If the U.S. Holder makes the MTM
election, distributions from us with respect to the Class A Common Shares will
be treated as if we are not a PFIC, except that the lower tax rate on dividends
for U.S. Holder that are individuals would not be applicable.
Special
rules would apply to a U.S. Holder of the Class A Common Shares for any taxable
year in which we are a PFIC and have one or more subsidiaries that is also a
PFIC as to such U.S. Holder (a “
Subsidiary PFIC
”). In such case, a U.S.
Holder of the Class A Common Shares generally would be deemed to own his, her
or its proportionate interest in any Subsidiary PFIC and would be subject to
the PFIC rules with respect to such Subsidiary PFIC regardless of the
percentage ownership of such U.S. Holder in us. If one of our subsidiaries is
a PFIC and a U.S. Holder does not make a QEF election with respect to such
subsidiary, as described above, the U.S. Holder could incur liability for the
deferred tax and interest charge described above if the Subsidiary PFIC makes a
distribution, or an interest in the Subsidiary PFIC is disposed of in whole or
in part, or the U.S. Holder disposes of all or part of his, her or its Class A
Common Shares. A QEF election must be made separately for each PFIC and thus a
QEF election made with respect to us will not apply to any Subsidiary
PFIC. If one of our subsidiaries is a PFIC, a QEF election for such
subsidiary could accelerate the recognition of taxable income and may result in
the recognition of ordinary income. Additionally, a U.S. Holder of Class A
Common Shares that has made a MTM election for his, her or its Class A Common
Shares could be subject to the PFIC rules with respect to the income of a
Subsidiary PFIC even though the value of the Subsidiary PFIC has already been subject
to tax as a result of the MTM election. A MTM election would not be permitted
for a Subsidiary PFIC.
With certain limited exceptions, a U.S. Holder that is a direct or
indirect shareholder of a PFIC is generally required to file annually an IRS Form
8621 (Information Return by a Shareholder of a Passive Foreign Investment
Company or Qualified Electing Fund) with its timely filed U.S. federal income
tax return (or directly with the IRS if the U.S. Holder is not required to file
an income tax return) to report its stock ownership interest in the PFIC and to
report certain other information. As a result, a U.S. Holder of our Class
A Common Shares may be required to file the IRS Form 8621 for each year that it
owns the Class A Common Shares.
Due to the complexity of the PFIC, QEF election
and MTM election rules and the associated U.S. reporting requirements, each
U.S. Holder should consult his, her or its own tax advisor regarding our and
our subsidiaries’ status as PFICs, the eligibility, manner and advisability of
making a QEF election or a MTM election and how the PFIC rules may affect the
U.S. federal income tax consequences of a U.S. Holder’s acquisition, ownership
and disposition of Class A Common Shares.
Taxation
of Distributions
.
Generally speaking, the gross amount of any dividend
(including any Canadian income taxes withheld) paid by a corporation out of its
current or accumulated earnings and profits (as determined for U.S. federal
income tax purposes) is subject to U.S. federal income taxation. Distributions
in excess of a corporation’s current and accumulated earnings and profits (as
determined for U.S. federal income tax purposes) are generally treated as a
non-taxable return of capital to the extent of a U.S. Holder’s basis in the corporation’s
stock and thereafter as capital gain. Subject to certain limitations, any
Canadian tax withheld is generally creditable or deductible against a U.S.
Holder’s U.S. federal income tax liability.
As
discussed above, we have been and may be a PFIC for the current and/or future
taxable years. As a result, the general rules for distributions, including the
rules for crediting or deducting any Canadian taxes withheld, may be overridden
by the PFIC rules discussed above. The rules applicable to distributions from
a PFIC are complex and depend, in part, on whether a U.S. Holder has made a QEF
election or MTM election. As a result, each U.S. Holder should consult its own
tax advisor regarding the U.S. tax treatment of distributions received with
respect to Class A Common Shares.
Sale or
Exchange of Class A Common Shares
.
Upon a sale or other taxable disposition of stock, a U.S. Holder
will generally recognize capital gain or loss equal to the difference between
the amount realized and the U.S. Holder’s adjusted tax basis in the stock. Capital
gain of a noncorporate U.S. Holder is generally taxed at preferential rates
where the property is held for more than one year. The deductibility of
capital losses is subject to limitations. A U.S. Holder’s gain or loss will
generally be income or loss from sources within the U.S. for foreign tax credit
limitation purposes.
As
discussed above, we have been and may be a PFIC for the current and/or future
taxable years. As a result, the general rules for recognizing gain or loss on
a sale or other taxable disposition of the Class A Common Shares may be
overridden by the PFIC rules discussed above. The rules applicable to sales or
other taxable dispositions of stock in a PFIC are complex and depend, in part,
on whether a U.S. Holder has made a QEF election or MTM election. As a result,
each U.S. Holder should consult its own tax advisor regarding the U.S. tax
treatment of a sale or other taxable disposition of the Class A Common
Shares.
Medicare
Tax
.
A
U.S. Holder that is an individual or estate, or a trust that does not fall into
a special class of trusts that is exempt from such tax, is subject to a 3.8%
tax on the lesser of (1) the U.S. Holder’s “net investment income” for the
relevant taxable year and (2) the excess of the U.S. Holder’s modified adjusted
gross income for the taxable year over a certain threshold (which in the case
of individuals is between $125,000 and $250,000, depending on the individual’s
circumstances). A U.S. Holder’s net investment income generally includes its
dividend or interest income and its net gains from the disposition of
securities, unless such dividend or interest income or net gains are derived in
the ordinary course of the conduct of a trade or business (other than a trade
or business that consists of certain passive or trading activities). Each U.S.
Holder should consult his, her or its own tax advisor regarding the
applicability of the Medicare tax to his, her or its income and gains in
respect of an investment in the Class A Common Shares.
Information
with Respect to Foreign Financial Assets
.
Owners of “specified foreign financial
assets” with an aggregate value in excess of $50,000 (and in some circumstances
a higher threshold) may be required to file an information report with respect
to such assets with their tax returns. “Specified foreign financial assets”
include any financial accounts maintained by foreign financial institutions, as
well as any of the following, but only if they are held for investment and not
held in accounts maintained by financial institutions: (i) stocks and
securities issued by non-U.S. persons, (ii) financial instruments and contracts
that have non-U.S. issuers or counterparties, and (iii) interests in foreign
entities. The Class A Common Shares may be subject to these rules. Each U.S.
Holder should consult his, her or its own tax advisor regarding the application
of these rules to the ownership of the Class A Common Shares.
Information Reporting; Backup Withholding
. In general, interest payments, dividend
payments, other taxable distributions on the Class A Common Shares, proceeds
from the disposition of Class A Common Shares,
and
other so-called “reportable payments” (as defined by the Code) paid by a U.S. paying
agent or other U.S. intermediary to a noncorporate U.S. Holder may be subject
to information reporting to the IRS and possible U.S. backup withholding
(currently imposed at a rate of 28%). Backup withholding generally would not
apply to a U.S. Holder that timely furnishes a correct taxpayer identification
number and makes any other required certifications or if the U.S. Holder is
otherwise exempt from backup withholding. A U.S. Holder that is required to
establish his, her or its exempt status generally must provide such certification
on IRS Form W-9 (Request for Taxpayer Identification Number and Certification)
or a substitute Form W-9.
Amounts
withheld as backup withholding may be credited against the U.S. Holder’s U.S. federal
income tax liability. Additionally, a U.S. Holder may obtain a refund of any
excess amounts withheld under the backup withholding regime by timely filing
the appropriate claim for refund with the IRS and furnishing any required
information.
Each
U.S. Holder should consult his, her or its own tax advisor regarding the
information reporting and backup withholding rules.
The
foregoing summary does not discuss all aspects of U.S. taxation that may be
relevant to particular U.S. Holders in light of their particular circumstances
and income tax situations. Each U.S. Holder should consult his, her or
its own tax advisor as to the particular tax consequences to him, her or it of
the acquisition, ownership and disposition of Class A Common Shares, including
the effect of any U.S. federal, state, local, foreign or other tax laws.
Certain
Material Canadian Federal Income Tax Considerations
The following is, as of the date hereof, a general summary of the
principal Canadian federal income tax considerations generally applicable to a
beneficial holder who acquires, holds or disposes of Class A Common Shares
under this prospectus.
This summary is based upon the current provisions of the Income
Tax Act (Canada) and the regulations thereunder (the “
Canadian Tax Act
”),
specific proposals to amend the Canadian Tax Act (the “
Tax Proposals
”)
which have been announced by or on behalf of the Minister of Finance (Canada)
prior to the date hereof, and of the current published administrative policies
and assessing practices of the Canada Revenue Agency (the “
CRA
”). This
summary assumes that the Tax Proposals will be enacted in the form proposed and
does not take into account or anticipate any other changes in law, whether by
way of judicial, legislative or governmental decision or action, nor does it
take into account provincial, territorial or foreign income tax legislation or
considerations, which may differ from the Canadian federal income tax
considerations discussed in this prospectus.
No assurances can be given that the Tax Proposals will be enacted
as proposed or at all, or that legislative, judicial or administrative changes
will not modify or change the statements expressed in this prospectus.
This summary is of a general nature only and is not intended to
be, nor should it be construed to be, legal or tax advice to any particular
holder, and no representations with respect to the income tax consequences to
any particular prospective holder are made. Accordingly, holders should consult
their own tax advisors for advice with respect to the tax consequences to them.
This summary does not apply to any Selling Shareholder and each Selling
Shareholder should consult their own tax advisors prior to selling Class A
Common Shares.
This summary is not applicable to (i) a holder that is a “financial
institution” (as defined for purposes of the mark-to-market rules); (ii) a
holder that is a “specified financial institution”; (iii) a holder an
interest in which is a “tax shelter investment”; (iv) a holder that has
elected to report
his, her or
its “Canadian tax results” in
a currency other than Canadian currency; or (v) a holder who enters into a
“derivative forward agreement” with respect to the Class A Common Shares, (all
as defined in the Canadian Tax Act). Additional considerations, not discussed
herein, may apply to a holder that is a corporation resident in Canada, and
that is, or becomes, controlled by a non-resident corporation, for purposes of
the foreign affiliate dumping rules in section 212.3 of the Canadian Tax Act.
Any such holders should consult their own tax advisors having regard to their
particular circumstances.
Except as expressly provided, this summary does not deal with
special situations, such as particular circumstances of traders or dealers in
securities, tax exempt entities, insurers, and financial institutions.
For the purposes of the Canadian Tax Act,
all amounts arising in respect of the Class A Common Shares must generally be
converted into Canadian dollars based on the applicable noon rate quoted by the
Bank of Canada for the day on which the amounts arise or another rate of
exchange that is acceptable to the Minister of National Revenue (Canada).
Holders
resident in Canada
This portion of the summary is applicable only to a beneficial
holder who, at all relevant times, for the purposes of the Canadian Tax Act (i)
is, or deemed to be, resident in Canada; (ii) deals at arm’s length with, and
is not affiliated with, us or any person from whom the Class A Common Shares
are acquired; and (iii) holds any Class A Common Shares as capital property (a “
Resident
Holder
”). Any Class A Common Shares will generally be considered to be
capital property to a Resident Holder unless the Resident Holder holds such
properties in the course of carrying on a business or has acquired them in a
transaction or transactions considered to be an adventure in the nature of
trade. Certain Resident Holders whose Class A Common Shares might not otherwise
qualify as capital property may be entitled to make the irrevocable election
provided by subsection 39(4) of the Canadian Tax Act to have such Class A
Common Shares and every other “Canadian security” (as defined by the Canadian
Tax Act) owned by such Resident Holders in the taxation year of the election
and in all subsequent taxation years deemed to be capital property. Resident
Holders should consult their own advisors in light of their own circumstances
in determining whether the Class A Common Shares will be capital property to
them for purposes of the Canadian Tax Act.
Disposition
of Class A Common Shares
A Resident Holder who disposes of or is deemed to have disposed of
a Class A Common Share will realize a capital gain (or a capital loss) equal to
the amount by which the proceeds of disposition in respect of the Class A
Common Share exceed (or are exceeded by) the aggregate of the adjusted cost
base of such Class A Common Share and any reasonable costs of
disposition. In certain circumstances, the amount of any resulting
capital loss must be reduced by the amount of any dividends or deemed dividends
received by the Resident Holder on the Class A Common Share, to the extent and
under the circumstances set forth in the detailed provisions of the Canadian
Tax Act. Such capital gains and capital losses will be subject to tax in
the manner described herein under the sub-heading “Capital gains and losses.”
Capital
gains and losses
One-half of the amount of any capital gain (a “
taxable capital
gain
”) realized by a Resident Holder in a taxation year generally is
included in the Resident Holder’s income for that year, and one-half of the
amount of any capital loss (an “
allowable capital loss
”) realized by a
Resident Holder in a taxation year is deducted from taxable capital gains
realized by the Resident Holder in that year. Allowable capital losses in
excess of taxable capital gains may be carried back and deducted in any of the
three preceding taxation years or carried forward and deducted in any subsequent
taxation year against net taxable capital gains realized in such years, to the
extent and under the circumstances described in the Canadian Tax Act.
A Resident Holder that is, throughout the relevant taxation year,
a “Canadian-controlled private corporation”, as defined in the Canadian Tax
Act, may be liable to pay a 10 2/3% refundable tax on
their
“aggregate investment income”, which is defined
in the Canadian Tax Act to include taxable capital gains.
Capital gains realized by a Resident Holder who is an individual
(including certain trusts) may give rise to liability for alternative minimum
tax as calculated under the detailed rules set out in the Canadian Tax
Act. Resident Holders who are individuals should consult their own tax
advisors in this regard.
Dividends
on Class A Common Shares
Dividends (including deemed dividends) received on Class A Common
Shares by a Resident Holder who is an individual (and certain trusts) will be
included in income and will be subject to the gross-up and dividend tax credit
rules normally applicable to taxable dividends received by an individual from
taxable Canadian corporations. An enhanced dividend tax credit will be
available in respect of “eligible dividends” (as defined in the Canadian Tax
Act) received or deemed to be received from us. Taxable dividends (including
deemed dividends) received by Resident Holders who are individuals and certain
trusts may give rise to alternative minimum tax under the Canadian Tax Act.
Dividends (including deemed dividends)
received on Class A Common Shares by a Resident Holder that is a corporation
will be included in income and normally will be deductible in computing such
corporation’s taxable income. However, the Canadian Tax Act will generally
impose a 38 1/3% refundable tax on such dividends received by a corporation
that is a “private corporation” or a “subject corporation” for purposes of Part
IV of the Canadian Tax Act to the extent that such dividends are deductible in
computing the corporation’s taxable income. In certain circumstances,
subsection 55(2) of the Canadian Tax Act will deem a taxable dividend received
by a Resident Holder that is a Corporation to be proceeds of a disposition or a
capital gain. Such Resident Holder should consult their own tax advisor having regard
to their own circumstances.
Holders
not resident in Canada
This portion of the summary is applicable to a beneficial holder
who, at all relevant times for purposes of the Canadian Tax Act (i) is not
resident or deemed to be resident in Canada; (ii) deals at arm’s length with,
and is not affiliated with, us and any person from whom the Class A Common
Shares are acquired; and (iii) does not use or hold, and is not deemed to use
or hold such shares in the course of carrying on, or otherwise in connection
with, a business carried on in Canada (a “
Non-Resident Holder
”). This
summary does not apply to an insurer who carries on an insurance business in
Canada and elsewhere.
Acquisition,
holding and disposition of Class A Common Shares
Dividends on Class A Common Shares paid or credited to a
Non-Resident Holder by us are subject to Canadian non-resident withholding tax
at the rate of 25%, subject to a reduction of such rate under an applicable
income tax convention. The rate of withholding tax on dividends paid by us to a
Non-Resident Holder that is a resident of the United States and that is
entitled to the full benefits of the Canada United States Income Tax Convention
(the “
Convention
”) is generally limited to 15% of the gross amount of
the dividend (or 5% in the case of a Non-Resident Holder that is a corporation
beneficially owning at least 10% of our voting stock). Under the Convention,
dividends paid by us to certain religious, scientific, charitable, certain
other tax-exempt organizations and certain pension organizations that are
resident in, and exempt from tax in, the United States are exempt from Canadian
non-resident withholding tax. Provided that certain administrative procedures
are observed regarding registration of such organizations, we will not be
required to withhold such tax from dividends paid to such organizations. If
qualifying organizations fail to follow the required administrative procedures,
we will be required to withhold tax and the organizations will have to file
with the CRA a claim for refund to recover amounts withheld.
A Non-Resident Holder will generally not be subject to tax under
the Canadian Tax Act in respect of a capital gain realized on the disposition
of a Class A Common Share unless the Class A Common Share constitutes “taxable
Canadian property” as defined in the Canadian Tax Act at the time of the
disposition and the Non-Resident Holder is not entitled to relief under an
applicable income tax convention between Canada and the country in which the
Non-Resident Holder is a resident. A Class A Common Share that is listed on a
designated stock exchange (which includes the TSXV) will generally not be taxable
Canadian property to a Non-Resident Holder unless at any time during the
60-month period immediately preceding the disposition (i) (a) the Non-Resident
Holder, (b) persons with whom the Non-Resident Holder did not deal at arm’s
length, (c) partnerships in which the Non-Resident Holder or a person described
in (b) held a membership interest directly or indirectly through one or more
partnerships, or (d) the Non-Resident Holder together with one or more persons
described in (b) and (c), owned 25% or more of the issued shares of any class
or series of our capital stock; and (ii) more than 50% of the fair market value
of the Class A Common Share was derived directly or indirectly from certain
resource properties, timber resource properties, real or immovable properties
situated in Canada, or options in respect of, or interests in, or for civil law
rights in, any of the foregoing whether or not the property exists (or any
combination thereof). Notwithstanding the foregoing, in certain circumstances
set out in the Canadian Tax Act, Class A Common Shares could be deemed to be
taxable Canadian property. Non-Resident Holders whose Class A Common Shares may
constitute taxable Canadian property should consult their own tax advisor.
DISCLOSURE OF COMMISSION POSITION
ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITY
Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons c
o
ntrolling us, we have been informed that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
We have not
authorized any dealer, sales person or any other person to give any information
or to represent anything not contained in this prospectus. You must not rely on
any unauthorized information. This prospectus does not offer to sell or buy
any securities in any jurisdiction where it is unlawful.
LEGAL MATTERS
The validity of
the Class A Common Shares offered by this prospectus and certain other matters
has been passed upon for us by Norton Rose Fulbright Canada LLP.
EXPERTS
The consolidated
financial statements and management’s assessment of the effectiveness of
internal control over financial reporting (which is included in Management’s
Report on Internal Control over Financial Reporting included in Exhibit 99.2 to
the Form 40-F) incorporated in this prospectus by reference to the Annual
Report on Form 40-F for the year ended December 31, 2015, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent auditor, given on the authority of said firm as experts in auditing
and accounting.
PART
II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers.
The ABCA, under which the Company is
incorporated, permits a corporation to indemnify its directors and officers,
including those of its subsidiaries, for costs, charges and expenses, including
amounts paid to settle an action or satisfy any judgment reasonably incurred in
respect of any civil, criminal or administrative action or proceeding, if such
director or officer acted honestly and in good faith with a view to the best
interests of the corporation and, in the case of a criminal or administrative
action or proceeding that is enforced by a monetary penalty, such director or
officer had reasonable grounds for believing that his or her conduct was
lawful.
ALBERTA LAW
Section 124 of the ABCA is set forth in
its entirety as follows. All capitalized terms used herein but not otherwise
defined shall have the meanings as set forth in the ABCA.
124(1) Except in respect of an action
by or on behalf of the corporation or body corporate to procure a judgment in
its favour, a corporation may indemnify a director or officer of the
corporation, a former director or officer of the corporation or a person who
acts or acted at the corporation’s request as a director or officer of a body
corporate of which the corporation is or was a shareholder or creditor, and the
director’s or officer’s heirs and legal representatives, against all costs,
charges and expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by the director or officer in respect of any
civil, criminal or administrative action or proceeding to which the director or
officer is made a party by reason of being or having been a director or officer
of that corporation or body corporate, if
(a)
the director or officer acted
honestly and in good faith with a view to the best interests of the
corporation, and
(b)
in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, the
director or officer had reasonable grounds for believing that the director’s or
officer’s conduct was lawful.
(2) A corporation may with the
approval of the Court indemnify a person referred to in subsection (1) in
respect of an action by or on behalf of the corporation or body corporate to
procure a judgment in its favour, to which the person is made a party by reason
of being or having been a director or an officer of the corporation or body
corporate, against all costs, charges and expenses reasonably incurred by the
person in connection with the action if the person fulfils the conditions set
out in subsection (1)(a) and (b).
(3) Notwithstanding anything in this
section, a person referred to in subsection (1) is entitled to indemnity from
the corporation in respect of all costs, charges and expenses reasonably
incurred by the person in connection with the defence of any civil, criminal or
administrative action or proceeding to which the person is made a party by
reason of being or having been a director or officer of the corporation or body
corporate, if the person seeking indemnity
(a)
was substantially successful on
the merits in the person’s defence of the action or proceeding,
(b)
fulfils the conditions set out in
subsection (1)(a) and (b), and
(c)
is fairly and reasonably entitled
to indemnity.
(3.1) A corporation may advance funds to
a person in order to defray the costs, charges and expenses of a proceeding
referred to in subsection (1) or (2), but if the person does not meet the
conditions of subsection (3) he or she shall repay the funds advanced.
(4) A corporation may purchase and
maintain insurance for the benefit of any person referred to in subsection (1)
against any liability incurred by the person
(a)
in the person’s capacity as a director or officer of
the corporation, except when the liability relates to the person’s failure to
act honestly and in good faith with a view to the best interests of the
corporation, or
(b)
in the person’s capacity as a
director or officer of another body corporate if the person acts or acted in
that capacity at the corporation’s request, except when the liability relates
to the person’s failure to act honestly and in good faith with a view to the
best interests of the body corporate.
(5) A corporation or a person referred
to in subsection (1) may apply to the Court for an order approving an indemnity
under this section and the Court may so order and make any further order it
thinks fit.
(6)
On an application under
subsection (5), the Court may order notice to be given to any interested person
and that person is entitled to appear and be heard in person or by counsel.
THE COMPANY’S BY-LAWS
Sections 5.01 through 5.06 of our by-laws
are set forth in their entirety as follows. All capitalized terms used herein
but not otherwise defined shall have the meanings as set forth in our by-laws.
5.01 Limitation of Liability
No director or officer for the time being
of the Corporation shall be liable for the acts, receipts, neglects or defaults
of any other director or officer or employee, or for joining in any receipt or
act for conformity, or for any loss, damage or expense happening to the
Corporation through the insufficiency or deficiency of title to any property
acquired by the Corporation or for or on behalf of the Corporation or for the
insufficiency or deficiency of any security in or upon which any of the moneys
of or belonging to the Corporation shall be placed or invested, or for any loss
or damage arising from the bankruptcy, insolvency or tortious act of any
person, firm or corporation including any person, firm or corporation with whom
or with which any moneys, securities or effects shall be lodged or deposited,
or for any loss, conversion, misapplication or misappropriation of or any
damage resulting from any dealings with any moneys, securities or other assets
of or belonging to the Corporation or for any other loss, damage or misfortune
whatsoever which may happen in the execution of the duties of his or her
respective office or trust or in relation thereto unless the same shall happen
by or through his or her failure to exercise the powers and to discharge the
duties of his or her office honestly, in good faith and with a view to the best
interests of the Corporation and to exercise the care, diligence and skill that
a reasonably prudent person would exercise in comparable circumstances.
5.02 Indemnity
The Corporation shall, to the maximum
extent permitted under the Act or otherwise by law, indemnify a director or
officer of the Corporation, a former director or officer of the Corporation,
and a person who acts or acted at the Corporation’s request as a director or
officer, or an individual acting in a similar capacity, of another entity, and
their heirs and legal representatives, against all costs, charges and expenses,
including any amount paid to settle an action or satisfy a judgment, reasonably
incurred by the individual in respect of any civil, criminal, administrative,
investigative or other action or proceeding to which he or she is made a party
to or involved by reason of that association with the Corporation or such other
entity.
5.03 Advance of Costs
The Corporation shall, to
the maximum extent permitted under the Act or otherwise by law, advance moneys
to an individual referred to in Section 5.02 to defray the costs, charges and
expenses of a proceeding referred to in Section 5.02 provided such individual
shall repay the moneys advanced if the individual does not fulfil the
conditions set forth in the Act.
5.04 Court Approval
The Corporation shall use reasonable
commercial efforts to obtain any court or other approvals necessary for any
indemnification pursuant to Sections 5.02.
5.05 Indemnities Not Exclusive
The rights of
any person to indemnification granted by the Act or this by-law are not
exclusive of any other rights to which any person seeking indemnification may
be entitled under any agreement, vote of shareholders or directors, at law or
otherwise, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and will enure to the benefit of the heirs and legal
representatives of that person.
5.06 Insurance
The Corporation may purchase, maintain or
participate in insurance for the benefit of the persons referred to in Section
5.02 as the board may from time to time determine.
***
The Company also maintains insurance for
the benefit of its directors and officers against liability in their respective
capacities as directors and officers. The directors and officers are not
required to pay any premium in respect of this insurance. The policy contains
various industry exclusions and no claims have been made thereunder to date.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers or
persons controlling the registrant pursuant to any charter provision, bylaw,
contract, arrangement, statute or otherwise, the registrant has been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
Item 9.
Exhibits.
(a)
Exhibits
Exhibit
Number
|
Description
|
4.1
|
Articles
of Continuance (which are deemed to be the Articles of Incorporation of the
Company upon the continuance under the ABCA), filed with the SEC on Form 6-K
(File No. 001-31819) on September 19, 2014.
|
4.2
|
By-law
No. 1, filed with the SEC on Form 6-K (File No. 001-31819) on September 19,
2014.
|
4.3
|
Form
of Certificate for the Class A Common Shares, filed with the SEC on Form 6-K
(File No. 001-31819) on September 19, 2014.
|
5.1*
|
Opinion
of
Norton Rose Fulbright Canada LLP (Alberta
counsel to the Company).
|
23.1*
|
Consent
of
Norton Rose Fulbright Canada LLP
(incorporated
by reference to Exhibit 5.1 to this registration statement).
|
23.2*
|
Consent
of PricewaterhouseCoopers LLP.
|
24*
|
Power
of Attorney (included in signature pages hereto).
|
__________
* Filed herewith.
Item 10. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter)
if, in the aggregate, the changes in volume and price represent no more than 20%
change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
(iii)
To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however
, that paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the
registration statement is on Form F-3 (§239.33 of this chapter) and the
information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by
the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration statement,
or is contained in a form of prospectus filed pursuant to Rule 424(b) (§230.424(b))
that is part of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3)
To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4)
To file a post-effective amendment to the registration statement to
include any financial statements required by “Item 8.A. of Form 20-F (17 CFR
249.220f)” at the start of any delayed offering or throughout a continuous
offering. Financial statements and information otherwise required by Section
10(a)(3) of the Securities Act need not be furnished, provided, that the
registrant includes in the prospectus, by means of a post-effective amendment,
financial statements required pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other information in the prospectus is
at least as current as the date of those financial statements. Notwithstanding
the foregoing, with respect to registration statements on Form F-3 (§229.33 of
this chapter), a post-effective amendment need not be filed to include
financial statements and information required by Section 10(a)(3) of the
Securities Act or Rule §210.3-19 of this chapter if such financial statements
and information are contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the Form
F-3.
(5)
That, for the purpose of determining liability under the Securities Act
of 1933 to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§230.424(b)(3)
of this chapter) shall be deemed to be part of the registration statement as of
the date the filed prospectus was deemed part of and included in the
registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),
or (b)(7) (§230.424(b)(2), b(5) or b(7) of this chapter) as part of a
registration statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii), or (x) (§ 230.415(a)(1)(i), (vii), or (x)
of this chapter) for the purpose of providing the information required by
section 10(a)
of the Securities Act of 1933 shall be
deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness
or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes
of the issuer and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Provided, however
,
that no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such effective date; or
(6)
That for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of
securities:
The undersigned registrant
undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424 (§230.424 of
this chapter);
(ii)
Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
(iii)
The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned registrant or
its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
(b)
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c)
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d)
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
(e)
The undersigned registrant hereby undertakes that:
(1)
For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2)
For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spokane, State of Washington, on August
26
, 2016.
GOLD RESERVE INC.
By:
/s/ Rockne J. Timm
Rockne J. Timm
Chief Executive Officer
August 26
, 2016
KNOW ALL MEN BY THESE PRESENTS,
that each person whose signature appears below hereby constitutes and appoints Rockne J. Timm and Robert A. McGuinness, and each of them with full power to act without the other, his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for the undersigned and in his or her name, place and stead, in any and all capacities, to sign any and all amendments or supplements (including any and all prospectus supplements, stickers and pre- and post-effective amendments) to this registration statement and any additional registration statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with all exhibits thereto, and any other documentation in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form F-3 has been signed below by the following persons in the capacities and on the dates indicated.
Signatures
|
Title
|
Date
|
/s/ Rockne J. Timm
|
|
|
Rockne J. Timm
|
Chief Executive Officer, Director and its Principal Executive Officer
|
August 26
, 2016
|
/s/ Robert A. McGuinness
|
Vice President of Finance, Chief Financial Officer, and its Principal Financial and Accounting Officer
|
|
Robert A. McGuinness
|
|
August 26
, 2016
|
|
/s/ A. Douglas Belanger
|
|
|
A. Douglas Belanger
|
President and Director
|
August 26
, 2016
|
/s/ James P. Geyer
|
|
|
James P. Geyer
|
Director
|
August 26
, 2016
|
/s/ James H. Coleman
|
|
|
James H. Coleman
|
Non-Executive Chairman and Director
|
August 26
, 2016
|
/s/ Patrick D. McChesney
|
|
|
Patrick D. McChesney
|
Director
|
August 26
, 2016
|
/s/ Kenneth I. Juster
|
|
|
Kenneth I. Juster
|
Director
|
August 26
, 2016
|
/s/ J.C. Potvin
|
|
|
J.C. Potvin
|
Director
|
August 26
, 2016
|
|
|
|
Gold Reserve Inc.
By: /s/
Mary E. Smith
Name: Mary E. Smith
Title: Vice President - Administration and Secretary
|
Authorized Representative in the United States
|
August 26
, 2016
|
EXHIBIT INDEX
|
Exhibit
Number
|
Description
|
4.1
|
Articles
of Continuance (which are deemed to be the Articles of Incorporation of the
Company upon the continuance under the ABCA), filed with the SEC on Form
6-K (File No. 001-31819) on September 19, 2014.
|
4.2
|
By-law
No. 1, filed with the SEC on Form 6-K (File No. 001-31819) on September 19,
2014.
|
4.3
|
Form
of Certificate for the Class A Common Shares, filed with the SEC on Form
6-K (File No. 001-31819) on September 19, 2014.
|
5.1*
|
Opinion
of
Norton Rose Fulbright Canada LLP (Alberta
counsel to the Company).
|
23.1*
|
Consent
of
Norton Rose Fulbright Canada LLP
(incorporated
by reference to Exhibit 5.1 to this registration statement).
|
23.2*
|
Consent
of PricewaterhouseCoopers LLP.
|
24*
|
Power
of Attorney (included in signature pages hereto).
|
__________
*Filed
herewith.
|
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