Raising Capital in the United States: A Guide to Using MJDS for U.S. Public Offerings and Periodic Reporting

Dated: January 2007

Author(s): Kevin D. Cramer, Partner, Rob Lando, Partner

Firm: Osler, Hoskin & Harcourt LLP

Canadian issuers are increasingly turning to the U.S. capital markets for both financing needs and strategic considerations. A public offering of securities in the United States provides an opportunity to reach a broader and deeper range of investors, enhances the potential for coverage of the company by research analysts, which in turn may result in a higher valuation of the company, and allows many Canadian companies to expand their businesses through acquisitions in the United States.

This comprehensive publication offers detailed advice for Canadian companies considering accessing the U.S. capital markets under the Multi-jurisdictional Disclosure System (the "MJDS"), and for those Canadian companies that are already subject to U.S. periodic reporting requirements and are eligible to satisfy those requirements through the MJDS. The Guide includes:

An Overview of the Multi-jurisdictional Disclosure System
Registered Offers and Sales of Securities under the MJDS
Exchange Act Registration and Stock Exchange Listings
Corporate Governance Requirements of the NYSE and NASDAQ
Corporate Governance Requirements under Federal Securities Laws
Using MJDS to Satisfy U.S. Periodic and Current Reporting Obligations
Other Considerations for U.S. Reporting Issuers and Their Shareholders
A Summary Description of MJDS Registration Statement Forms

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Raising Capital in the United States: A Guide to Using MJDS for U.S. Public Offerings and Periodic Reporting