Canopy Growth Corp S-3ASR, filed Jun 5, 2024

Canopy Growth Corp (CGC)

S-3ASR 2024-06-05

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	Canada			N/A
	(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

	Large accelerated filer ☐			Accelerated filer ☒
	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐

	ABOUT THIS PROSPECTUS					1
	WHERE YOU CAN FIND MORE INFORMATION					2
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					3
	RISK FACTORS					4
	THE COMPANY					5
	USE OF PROCEEDS					6
	DESCRIPTION OF CAPITAL SHARES					7
	DESCRIPTION OF SUBSCRIPTION RECEIPTS					10
	DESCRIPTION OF UNITS					13
	DESCRIPTION OF WARRANTS					14
	DESCRIPTION OF DEBT SECURITIES					15
	CERTAIN INCOME TAX CONSIDERATIONS					22
	SELLING SECURITYHOLDERS					23
	PLAN OF DISTRIBUTION					24
	LEGAL MATTERS					27
	EXPERTS					27
	ENFORCEABILITY OF CIVIL LIABILITIES					27

SEC Registration Fee	$	*
Accounting Fees and Expenses	$	**
Legal Fees and Expenses	$	**
Printing Fees	$	**
Transfer Agents and Trustees’ Fees and Expenses	$	**
Stock Exchange Listing Fees	$	**
Miscellaneous	$	**
Total	$	**

Exhibit Number			Description
1.1†			Form of Underwriting Agreement.
2.1‡			Arrangement Agreement, dated as of April 18, 2019, by and between Canopy Growth Corporation and Acreage Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2020, filed with the SEC on June 1, 2020).
2.2			First Amendment to Arrangement Agreement, dated as of May 15, 2019, by and between Canopy Growth Corporation and Acreage Holdings, Inc. (incorporated by reference to Exhibit 2.2 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2020, filed with the SEC on June 1, 2020).
2.3			Proposal Agreement, dated as of June 24, 2020, by and between Canopy Growth Corporation and Acreage Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 30, 2020).
2.4‡			Second Amendment to the Arrangement Agreement, dated as of September 23, 2020, by and between Canopy Growth Corporation and Acreage Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 23, 2020).
2.5			Floating Share Arrangement Agreement, dated October 24, 2022, by and among Canopy Growth Corporation, Canopy USA, LLC and Acreage Holdings, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on October 26, 2022).
2.6			First Amendment to Arrangement Agreement, dated March 17, 2023, by and among Canopy Growth Corporation, Canopy USA, LLC and Acreage Holdings, Inc. (incorporated by reference to Exhibit 10.1 to Acreage Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on March 21, 2023).
2.7			Second Amendment to Arrangement Agreement, dated May 31, 2023, by and among Canopy Growth Corporation, Canopy USA, LLC and Acreage Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 2, 2023).
2.8			Third Amendment to Arrangement Agreement, dated August 31, 2023, by and among Canopy Growth Corporation, Canopy USA, LLC and Acreage Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 1, 2023).
2.9			Fourth Amendment to Arrangement Agreement, dated October 31, 2023, by and among Canopy Growth Corporation, Canopy USA, LLC and Acreage Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 1, 2023).

Exhibit Number			Description
2.10			Fifth Amendment to Arrangement Agreement, dated December 29, 2023, by and among Canopy Growth Corporation, Canopy USA, LLC and Acreage Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 2, 2024).
2.11			Sixth Amendment to Arrangement Agreement, dated March 29, 2024, by and among Canopy Growth Corporation, Canopy USA, LLC and Acreage Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 1, 2024).
2.12			Seventh Amendment to Arrangement Agreement, dated April 25, 2024, by and among Canopy Growth Corporation, Canopy USA, LLC and Acreage Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 30, 2024).
2.13			Eighth Amendment to Arrangement Agreement, dated May 8, 2024, by and among Canopy Growth Corporation, Canopy USA, LLC and Acreage Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2024).
3.1			Certificate of Incorporation and Articles of Amendment of Canopy Growth Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2020, filed with the SEC on June 1, 2020).
3.2			Bylaws of Canopy Growth Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 8, 2021).
3.3			Amendment to Articles of Canopy Growth Corporation, filed on December 15, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 18, 2023).
3.4			Articles of Amendment to Articles of Incorporation of Canopy Growth Corporation, filed on April 12, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 16, 2024).
4.1			Form of Canopy Growth Corporation Common Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2020, filed with the SEC on June 1, 2020).
4.2			Indenture, dated as of June 20, 2018, by and among Canopy Growth Corporation, Glas Trust Company LLC and Computershare Trust Company of Canada (incorporated by reference to Exhibit 99.1 to the Company’s Form 6-K, filed with the SEC on June 26, 2018).
4.3			Second Supplemental Indenture, dated as of June 29, 2022, by and among Canopy Growth Corporation, Computershare Trust Company, N.A., as U.S. trustee, and Computershare Trust Company of Canada, as Canadian trustee (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 5, 2022).
4.4			Tranche A Amended and Restated Common Share Purchase Warrant, dated as of June 27, 2019, granted to CBG Holdings LLC (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2020, filed with the SEC on June 1, 2020).
4.5			Tranche B Amended and Restated Common Share Purchase Warrant, dated as of June 27, 2019, granted to CBG Holdings LLC (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2020, filed with the SEC on June 1, 2020).
4.6			Tranche C Amended and Restated Common Share Purchase Warrant, dated as of June 27, 2019, granted to CBG Holdings LLC (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2020, filed with the SEC on June 1, 2020).
4.7			Indenture, dated February 21, 2023, between Canopy Growth Corporation and Computershare Trust Company of Canada, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 21, 2023).
4.8			Promissory Note, dated April 14, 2023 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2023).
4.9			Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 18, 2023).

Exhibit Number			Description
4.10			Form of Series A Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 19, 2024).
4.11			Form of Series B Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 19, 2024).
4.12			Form of Convertible Debenture Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 6, 2024).
4.13			Form of Warrant Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 6, 2024).
4.14†			Form of Subscription Receipt Agreement.
4.15†			Form of Unit Agreement.
4.16†			Form of Warrant Agreement.
4.17*			Form of Indenture, by and between Canopy Growth Corporation and Computershare Trust Company of Canada.
5.1*			Opinion of Cassels Brock & Blackwell LLP.
23.1*			Consent of PKF O’Connor Davies, LLP.
23.2*			Consent of KPMG LLP.
23.3*			Consent of Cassels Brock & Blackwell LLP (included in Exhibit 5.1 above).
24.1*			Powers of Attorney (included on the signature page to this Registration Statement).
25.1*			Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended.
107*			Filing Fee Table.

Signature	Title	Date
/s/ David Klein David Klein	Chief Executive Officer, Director (Principal Executive Officer)	June 5, 2024
/s/ Judy Hong Judy Hong	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	June 5, 2024
/s/ David Lazzarato David Lazzarato	Director, Chair of the Board	June 5, 2024
/s/ Willy Kruh Willy Kruh	Director	June 5, 2024
/s/ Luc Mongeau Luc Mongeau	Director	June 5, 2024
/s/ Theresa Yanofsky Theresa Yanofsky	Director	June 5, 2024

ARTICLE 1 – INTERPRETATION	1
Section 1.1 Definitions	1
Section 1.2 Meaning of “Outstanding”	6
Section 1.3 Interpretation	7
Section 1.4 Incorporation by Reference of Trust Indenture Act	7
Section 1.5 Headings, etc.	8
Section 1.6 Time of Essence	8
Section 1.7 Monetary References	8
Section 1.8 Invalidity	8
Section 1.9 Language	8
Section 1.10 Successors and Assigns	8
Section 1.11 Severability	8
Section 1.12 Entire Agreement	9
Section 1.13 Benefits of Indenture	9
Section 1.14 Applicable Law and Attornment; Conflict with Trust Indenture Act	9
Section 1.15 Payment	9
Section 1.16 Non-Business Days	10
Section 1.17 Accounting Terms	10
Section 1.18 Calculations	10
Section 1.19 Acts of Debentureholders	10
Section 1.20 Schedules	11

ARTICLE 2 – THE DEBENTURES	11
Section 2.1 Issue of Global Debentures	11
Section 2.2 Limit of Debentures	13
Section 2.3 Terms of Debentures of any Series	13
Section 2.4 Form of Debentures	15
Section 2.5 Non-Certificated Deposit	15
Section 2.6 Execution of Debentures	17
Section 2.7 Certification of Debentures	17
Section 2.8 Interim Debentures or Certificates	17
Section 2.9 Mutilation, Loss, Theft or Destruction	18
Section 2.10 Concerning Interest	18
Section 2.11 Debentures to Rank Pari Passu	19
Section 2.12 Payments of Amounts Due on Maturity	19
Section 2.13 Payment of Interest	19

ARTICLE 3 – REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP	20
Section 3.1 Global Debentures or Book Based Only Debentures	20
Section 3.2 Fully Registered Debentures	23
Section 3.3 Transferee Entitled to Registration	23
Section 3.4 No Notice of Trusts	24
Section 3.5 Registers Open for Inspection	24
Section 3.6 Exchanges of Debentures	24
Section 3.7 Closing of Registers	25
Section 3.8 Charges for Registration, Transfer and Exchange	25
Section 3.9 Ownership of Debentures	26

ARTICLE 4 – REDEMPTION	26
Section 4.1 Notice to Trustee	26
Section 4.2 Selection of Debentures to be Redeemed	27
Section 4.3 Notice of Redemption	27
Section 4.4 Effect of Notice of Redemption	28
Section 4.5 Deposit of Redemption Price	28
Section 4.6 Debentures Redeemed in Part	28

ARTICLE 5 – PURCHASE OF DEBENTURES	28
Section 5.1 Purchase of Debentures by the Corporation	28
Section 5.2 Deposit of Maturity Monies	29

ARTICLE 6 – SUBORDINATION OF DEBENTURES	29
Section 6.1 Applicability of Article	29
Section 6.2 Order of Payment	29
Section 6.3 Subrogation to Rights of Holders of Secured Indebtedness	31
Section 6.4 Obligation to Pay Not Impaired	31
Section 6.5 No Payment if Secured Indebtedness in Default	31
Section 6.6 Payment on Debentures Permitted	32
Section 6.7 Confirmation of Subordination	32
Section 6.8 Knowledge of Trustee	33
Section 6.9 Trustee May Hold Secured Indebtedness	33
Section 6.10 Rights of Holders of Secured Indebtedness Not Impaired	33
Section 6.11 Altering the Secured Indebtedness	33
Section 6.12 Additional Indebtedness	33
Section 6.13 Right of Debentureholder to Convert Not Impaired	33
Section 6.14 Invalidated Payments	33
Section 6.15 Contesting Security	34

ARTICLE 7 – CONVERSION OF DEBENTURES	34
Section 7.1 Applicability of Article	34
Section 7.2 Notice of Expiry of Conversion Privilege	34
Section 7.3 Revival of Right to Convert	34
Section 7.4 Manner of Exercise of Right to Convert	35
Section 7.5 Adjustment of Conversion Price	36
Section 7.6 No Requirement to Issue Fractional Common Shares	42
Section 7.7 Forced Conversion	42
Section 7.8 Corporation to Reserve Common Shares	43
Section 7.9 Cancellation of Converted Debentures	43
Section 7.10 Certificate as to Adjustment	43
Section 7.11 Notice of Special Matters	43
Section 7.12 Protection of Trustee	44

ARTICLE 8 – COVENANTS OF THE CORPORATION	44
Section 8.1 To Pay Principal, Premium (if any) and Interest	44
Section 8.2 To Pay Trustee’s Remuneration	44
Section 8.3 To Give Notice of Event of Default	45
Section 8.4 Preservation of Existence, etc.	45
Section 8.5 Keeping of Books	45
Section 8.6 Annual Certificate of Compliance	45

Section 8.7 Performance of Covenants Notice by Trustee	45
Section 8.8 Maintain Listing	45
Section 8.9 No Dividends on Common Shares if Event of Default	46
Section 8.10 Withholding Matters	46
Section 8.11 SEC Reporting Status	46

ARTICLE 9 – DEFAULT	47
Section 9.1 Events of Default	47
Section 9.2 Notice of Events of Default	49
Section 9.3 Waiver of Default	49
Section 9.4 Enforcement by the Trustee	50
Section 9.5 No Suits by Debentureholders	51
Section 9.6 Application of Monies by Trustee	52
Section 9.7 Notice of Payment by Trustee	53
Section 9.8 Trustee May Demand Production of Debentures	53
Section 9.9 Remedies Cumulative	53
Section 9.10 Judgment Against the Corporation	53
Section 9.11 Immunity of Directors, Officers and Others	53
Section 9.12 Unconditional Right of Holders to Receive Principal, Premium and Interest	53
Section 9.13 Requirement of an Undertaking To Pay Costs in Certain Suits under the Indenture or Against the Trustee	54
Section 9.14 Rights of Debentureholders of Majority in Principal Amount of Debentures to Direct Trustee and to Waive Default.	54

ARTICLE 10 – SATISFACTION AND DISCHARGE	54
Section 10.1 Cancellation and Destruction	54
Section 10.2 Non-Presentation of Debentures	55
Section 10.3 Repayment of Unclaimed Monies	55
Section 10.4 Discharge	55
Section 10.5 Satisfaction	56
Section 10.6 Continuance of Rights, Duties and Obligations	57

ARTICLE 11 – SUCCESSORS	58
Section 11.1 Corporation may Consolidate, etc., Only on Certain Terms	58
Section 11.2 Successor Substituted	59

ARTICLE 12 – HOLDERS’ LISTS AND REPORTS BY THE CORPORATION AND THE TRUSTEE; RECORD DATES FOR DEBENTUREHOLDER ACTION	59
Section 12.1 Corporation to Furnish Trustee Information as to Names and Addresses of Debentureholders; Preservation of Information	59
Section 12.2 Communications to Debentureholders; Disclosure of Names and Addresses of Debentureholders	60
Section 12.3 Reports by the Corporation	60
Section 12.4 Reports by the Trustee	61
Section 12.5 Record Dates for Actions by Debentureholders.	62

ARTICLE 13 – [RESERVED]	62

ARTICLE 14 – [RESERVED]	62

ARTICLE 15 – NOTICES	62
Section 15.1 Notice to Corporation	62
Section 15.2 Notice to Debentureholders	63
Section 15.3 Notice to Trustee	63
Section 15.4 Mail Service Interruption	63

ARTICLE 16 – CONCERNING THE TRUSTEE	64
Section 16.1 Replacement of Trustee	64
Section 16.2 Duties of Trustee	65
Section 16.3 Reliance Upon Declarations, Opinions, etc.	65
Section 16.4 Evidence and Authority to Trustee, Opinions, etc.	65
Section 16.5 Officer’s Certificates Evidence	66
Section 16.6 Experts, Advisers and Agents	67
Section 16.7 Trustee May Deal in Debentures	67
Section 16.8 Investment of Monies Held by Trustee	67
Section 16.9 Trustee Not Ordinarily Bound	67
Section 16.10 Trustee Not Required to Give Security	68
Section 16.11 Trustee Not Bound to Act on Corporation’s Request	68
Section 16.12 Conditions Precedent to Trustee’s Obligations to Act Hereunder	68
Section 16.13 Authority to Carry on Business	68
Section 16.14 Compensation and Indemnity	69
Section 16.15 Acceptance of Trust	69
Section 16.16 Third Party Interests	70
Section 16.17 Anti-Money Laundering	70
Section 16.18 Privacy Laws	70
Section 16.19 Force Majeure	71
Section 16.20 No Conflict of Interest	71
Section 16.21 Eligibility; Disqualification	71
Section 16.22 Preferential Collection of Claims Against Corporation	72

ARTICLE 17 – SUPPLEMENTAL INDENTURES	72
Section 17.1 Supplemental Indentures without Consent of Debentureholders	72
Section 17.2 Supplemental Indentures with Consent of Debentureholders	73
Section 17.3 Execution of Supplemental Indentures	73
Section 17.4 Effect of Supplemental Indentures	73
Section 17.5 Conformity with Trust Indenture Act	74
Section 17.6 Reference in Debentures to Supplemental Indentures	74
Section 17.7 Notice of Supplemental Indentures	74

ARTICLE 18 – EXECUTION AND FORMAL DATE	74
Section 18.1 Execution	74
Section 18.2 Formal Date	74
Section 18.3 Contracts of the Corporation	75

SCHEDULE A – FORM OF CERTIFICATE OF TRANSFER	A-1

SCHEDULE B – FORM OF NOTICE OF CONVERSION	B-1

	TIA Section	Indenture Section**
310	(a)	Section 16.21
	(b)	Section 16.20 and Section 16.21
311	(a)	Section 16.22
	(b)	Section 16.22
312	(a)	Section 12.1
	(b)	Section 12.2
	(c)	Section 12.2
313	(a)	Section 12.4
	(b)	Section 12.4
	(c)	Section 12.4
	(d)	Section 12.4
314	(a)(1)	Section 12.3(1)
	(a)(2)	Section 12.3(2)
	(a)(3)	Section 12.3(1) and Section 12.3(2)
	(a)(4)	Section 12.3(1) and Section 8.4
	(b)	N.A.**
	(c)(1)	Section 16.4
	(c)(2)	Section 16.4
	(c)(3)	Section 16.4
	(d)	N.A.**
	(e)	Section 16.4
	(f)	Section 16.4
315	(a)	Section 16.2(2) and Section 16.3
	(b)	Section 9.2
	(c)	Section 16.2
	(d)	Article 16
	(e)	Section 9.13
316	(a)(1)	Section 9.3 and Section 9.14
	(a)(2)	N.A.**
	(a) (last sentence)	Section 1.2
	(b)	Section 9.4 and Section 9.5
	(c)	Section 12.5
317	(a)	Section 9.4
	(b)	N.A.**
318	(a)	Section 1.14

Canopy Growth Corporation
1 Hershey Drive
Smiths Falls, ON, K7A 0A8

Attention:	Chief Legal Officer
Email:	contracts@canopygrowth.com

With a copy to:

Cassels Brock & Blackwell LLP
Suite 3200, Bay Adelaide Centre – North Tower
40 Temperance St.
Toronto, Ontario M5H 0B4

Attention:	Jonathan Sherman
Email:	jsherman@cassels.com

	COMPUTERSHARE TRUST COMPANY OF CANADA

	By:
		Name:
		Title:

	By:
		Name:
		Title:

Dated:
		(Signature of Registered Holder)


*	If less than the full principal amount of the Debentures, indicate in the space provided the principal amount (which must be $1,000 or integral multiples thereof).
NOTE:	If Common Shares are to be issued in the name of a person other than the holder, the signature must be guaranteed by a chartered bank, a trust company or by a member of an acceptable Medallion Guarantee Program. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”.

(Print name in which Common Shares are to be issued, delivered and registered)

Name:

Address

(City, Province and Postal Code)

Canada		N/A
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

By:	/s/ Karl Burgess
	Name: Karl Burgess
	Title: General Manager


By:	/s/ Jennifer Wong
	Name: Jennifer Wong
	Title: Manager, Corporate Trust

A.	Name of issuer or person filing (“Filer”):		Computershare Trust Company of Canada

B.	(1)	This is [check one]:

	⌧	an original filing for the Filer

	☐	an amended filing for the Filer

	(2)	Check the following box if you are filing the Form F-X in paper in accordance with Regulation S-T Rule 101(b)(9) ☐

C.	Identify the filing in conjunction with which this Form is being filed:

	Name of registrant:		Canopy Growth Corporation

	Form type:		S-3

	File Number (if known):

	Filed by:		Computershare Trust Company of Canada

	Date Filed (if filed concurrently, so indicate):		Filed concurrently

E.	The Filer designates and appoints Computershare Trust Company, N.A. (the “Agent”) located at Computershare Trust Company, N.A., 105 Energy Park Drive, St. Paul MN 55108(phone: (440) 724-2716) as the agent of the Filer upon whom may be served any process, pleadings, subpoenas, or other papers in:

	(a) any investigation or administrative proceeding conducted by the Commission; and

	(b) any civil suit or action brought against the Filer or to which the Filer has been joined as defendant or respondent, in any appropriate court in any place subject to the jurisdiction of any state or of the United States or of any of its territories or possessions or of the District of Columbia, where the investigation, proceeding or cause of action arises out of or relates to or concerns the securities in relation to which the Filer acts as trustee pursuant to an exemption under Rule 10a-5 under the Trust Indenture Act of 1939. The Filer stipulates and agrees that any such civil suit or action or administrative proceeding may be commenced by the service of process upon, and that service of an administrative subpoena shall be effected by service upon such agent for service of process, and that service as aforesaid shall be taken and held in all courts and administrative tribunals to be valid and binding as if personal service thereof had been made.

F.	The Filer stipulates and agrees in connection with its status as trustee with respect to securities registered on Form S-3 to appoint a successor agent for service of process and file an amended Form F-X if the Filer discharges the Agent or the Agent is unwilling or unable to accept service on behalf of the Filer at any time during which any of the securities subject to the indenture remain outstanding.

	The Filer further undertakes to advise the Commission promptly of any change to the Agent’s name or address during the applicable period by amendment of this Form, referencing the file number of the relevant form in conjunction with which the amendment is being filed.

G.	Not applicable.

COMPUTERSHARE TRUST COMPANY OF CANADA

Filer:	By:	/s/ Karl Burgess
	Name:	Karl Burgess
	Title:	General Manager

	By:	/s/ Jennifer Wong
	Name:	Jennifer Wong
	Title:	Manager, Corporate Trust


Computershare Trust Company N.A.
As Agent for Service of Process of Computershare	By:	/s/ Jerry Urbanek
Trust Company of Canada	Name:	Jerry Urbanek
	Title:	Manager, Corporate Trust