Table of Contents
The securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan Act No. 25 of
1948, as amended), or the FIEA.
The securities may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity
organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the
registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.
The distribution of securities in Canada is being made only in the provinces of Ontario, Quebec, Alberta and British Columbia in
accordance with an exemption from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades of these securities are made.
Any resale of the securities in Canada must be made under applicable securities laws which may vary depending on the relevant jurisdiction, and which may require resales to be made under available
statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the
Representations of Canadian Purchasers
By purchasing securities in Canada and accepting delivery of a purchase confirmation, a purchaser is representing to us and the dealer
from whom the purchase confirmation is received that:
- the purchaser is entitled under applicable provincial securities laws to purchase the securities without the benefit of a prospectus
qualified under those securities laws as it is an "accredited investor" as defined under National Instrument 45-106 Prospectus and Registration
- the purchaser is a "permitted client" as defined in National Instrument 31-103 Registration Requirements and Exemptions,
- where required by law, the purchaser is purchasing as principal and not as agent, and
- the purchaser has reviewed the text above under Resale Restrictions.
Conflicts of Interest
Canadian purchasers are hereby notified that the underwriters are relying on the exemption set out in section 3A.3 or 3A.4, if
applicable, of National Instrument 33-105 Underwriting Conflicts from having to provide certain conflict of interest
disclosure in this document.
Statutory Rights of Action
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages
if the offering memorandum
(including any amendment thereto) such as this document contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit
prescribed by the securities legislation of the purchaser's province or territory. The purchaser of these securities in Canada should refer to any applicable provisions of the securities legislation
of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.