Registration No. 333-121725
SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 3 TO
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Goldcorp Inc.
(Exact name of registrant as specified in its charter)
| Ontario, Canada |
1040 |
Not Applicable |
||
| (Province or Other Jurisdiction of | (Primary Standard | (I.R.S. Employer | ||
| Incorporation or | Industrial | Identification No.) | ||
| Organization) | Classification Code) |
145 King Street West, Suite 2700, Toronto, Ontario M5H 1J8, Canada
(416) 865-0326
(Address and telephone number of registrant’s principal executive offices)
Wharf Resources (U.S.A.), Inc., 10928 Wharf Road, Lead, South Dakota 57754
(605) 854-4103
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Copies to:
| Michael Melanson Fraser Milner Casgrain LLP 1 First Canadian Place, 39thFloor 100 King Street West Toronto, Ontario M5X 1B2 Canada (416) 863-4511 |
Gil Cornblum Dorsey & Whitney LLP BCE Place 161 Bay Street, Suite 4310 Toronto, Ontario M5J 2S1 Canada (416) 367-7370 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
Province of Ontario, Canada
(Principal jurisdiction regulating this offering)
It is proposed that this filing shall become effective (check appropriate box):
A.
|
x | Upon filing with the Commission pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada). | ||
B.
|
o | At some future date (check the appropriate box below). |
1.
|
o | Pursuant to Rule 467(b) on ___(date) at ___(time) (designate a time not sooner than seven calendar days after filing). | ||
2.
|
o | Pursuant to Rule 467(b) on ___(date) at ___(time) (designate a time not sooner than seven calendar days after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on ___(date). |
3.
|
o | Pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto. | ||
4.
|
o | After the filing of the next amendment to this form (if preliminary material is being filed). |
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box. o
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be | Amount to be | Proposed Maximum | Amount of | |||||||
| Registered | Registered(1) | Aggregate Offering Price(2) | Registration Fee (3) | |||||||
Common Shares, no par value. |
192,355,455 shares | $ | 2,435,220,053.97 | $ | 286,625.40 | |||||
| (1) | Represents the maximum number of shares of Common Shares of the Registrant estimated to be issuable upon consummation of the exchange offer for all of the outstanding common shares of Wheaton River Minerals Ltd. (“Wheaton”) calculated as the product of (a) 769,421,818, which is the estimated number of outstanding Wheaton common shares as of December 17, 2004 (assuming full conversion of all outstanding exercisable options and warrants for Wheaton common shares), and (b) the exchange ratio of 0.25 Common Shares of the Registrant for each Wheaton common share. |
| (2) | Estimated solely for the purpose of calculating the registration fee in accordance with General Instruction II.H to Form F-10. The proposed maximum offering price is equal to the product of (i) $3.165, which is the average of high and low sale prices of Wheaton common shares as reported on the American Stock Exchange on December 3, 2004, and (ii) 769,421,818, which is the estimated number of outstanding Wheaton common shares as of December 17, 2004 (assuming full conversion of all outstanding exercisable options and warrants for Wheaton common shares). |
| (3) | Previously paid. |
PART I
INFORMATION REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS
This Amendment No. 3 amends and supplements the registration statement on Form F-10, as amended by Amendment No. 1 filed on January 14, 2005 and Amendment No. 2 filed on January 25, 2005 (as amended, the “Registration Statement”) filed by Goldcorp Inc., an Ontario corporation (“Goldcorp” or the “Registrant”) relating to the offer of the Registrant and Goldcorp Acquisition ULC, a Nova Scotia unlimited liability company and a wholly owned subsidiary of the Registrant, to purchase all of the outstanding common shares of Wheaton River Minerals Ltd. on the basis of 0.25 Goldcorp common share for each Wheaton common share (the “Offer). The Offer is subject to the terms and conditions set forth in the Take Over Bid Circular, dated December 29, 2004 (as amended by the amendments to the Registration Statement) (the “Take Over Bid Circular”) and the related Letter of Acceptance and Transmittal (“Letter of Transmittal”), copies of which were filed as Exhibits 4.1 and 4.2, respectively, to the initial Registration Statement filed with the SEC on December 29, 2004. The Notice of Extension, dated January 24, 2004 (the “First Notice of Extension”), was filed as Exhibit 4.46 to Amendment No. 2 to the Registration Statement and amended and supplemented certain terms and conditions of the Offer contained in the Take Over Bid Circular. The Notice of Extension and Subsequent Offering Period, dated February 14, 2005 (the “Second Notice of Extension”), is filed herewith as Exhibit 4.56. The Second Notice of Extension amends and supplements certain information contained in the Take Over Bid Circular and is incorporated by reference herein.
PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS
INDEMNIFICATION
Under the Business Corporations Act (Ontario), the Registrant may indemnify a present or former director or officer or person who acts or acted at the Registrant’s request as a director or officer of another corporation of which the Registrant is or was a shareholder or creditor, and his 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 him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been a director or officer of the Registrant or body corporate and provided that the director or officer acted honestly and in good faith with a view to the best interest of the Registrant and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his conduct was lawful. Such indemnification may be made in connection with a derivative action only with court approval. A director is entitled to indemnification from the Registrant as a matter of right if he was substantially successful on the merits in his defense and fulfilled the conditions set forth above.
In accordance with the Business Corporations Act (Ontario), the by-laws of the Registrant indemnify a director or officer, a former director or officer, or a person who acts or acted at a Registrant’s request as a director or officer of a corporation in which the Registrant is or was a shareholder or creditor against any and all losses and expenses reasonably incurred by him in respect of any civil, criminal, administrative action or proceeding to which he was made a party by reason of being or having been a director or officer of the Registrant or other corporation if he acted honestly and in good faith with a view to the best interests of the Registrant, or, in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, he had reasonable grounds in believing that his conduct was lawful.
A policy of directors’ and officers’ liability insurance is maintained by the Registrant which insures directors and officers for losses as a result of claims against the directors and officers of the Registrant in their capacity as directors and officers and also reimburses the Registrant for payments made pursuant to the indemnity provisions under the by-laws and the Business Corporations Act (Ontario).
Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy in the United States as expressed in the Securities Act of 1933 and is therefore unenforceable.
EXHIBITS
The following additional exhibits have been filed as part of this Amendment No. 3 to the Registrant’s Registration Statement on Form F-10:
| 4.48 | Additions to Powerpoint Slide Presentation of Goldcorp Inc. entitled “Goldcorp + Wheaton — the Superior Alternative”, dated January 25, 2005 (incorporated by reference to Goldcorp’s filings pursuant to Rule 425, filed on January 26, 2005, January 27, 2005, January 28, 2005, February 2, 2005 and February 8, 2005) |
| 4.49 | Advertisements concerning the Offer placed by Goldcorp Inc. on certain internet websites (incorporated by reference to Goldcorp’s filings pursuant to Rule 425, filed on January 26, 2005 and February 11, 2005) |
| 4.50 | Press releases issued by Goldcorp Inc. (incorporated by reference to Goldcorp’s filings pursuant to Rule 425, filed on January 26, 2005, February 4, 2005, February 8, 2005, February 9, 2005 and February 10, 2005) |
| 4.51 | Transcript of recorded “on hold” message played to callers to main telephone number of Goldcorp Inc. (incorporated by reference to Goldcorp’s filing pursuant to Rule 425, filed on January 27, 2005) |
| 4.52 | Transcript of conference call held on January 27, 2005 to discuss the Offer and Glamis Gold Ltd.’s offer to purchase all of Goldcorp’s outstanding common shares (incorporated by reference to Goldcorp’s filing pursuant to Rule 425, filed on January 28, 2005) |
| 4.53 | Transcript of interview originally aired on CNBC program, Squawk Box, on February 1, 2005 (incorporated by reference to Goldcorp’s filing pursuant to Rule 425, filed on February 2, 2005) | |||
| 4.54 | Form of Newspaper Advertisement published in the February 3, 2005 editions of the Wall Street Journal, Globe and Mail, Montreal Gazette and Investor’s Business Daily (incorporated by reference to Goldcorp’s filing pursuant to Rule 425, filed on February 3, 2005) | |||
| 4.55 | Press Release issued by Goldcorp Inc. (filed herewith) | |||
| 4.56 | Notice of Extension and Subsequent Offering Period, dated February 14, 2005 (filed herewith) | |||
| 4.57 | Consent and Agreement regarding the Acquisition Agreement, dated February 7, 2005, between Goldcorp Inc. and Wheaton River Minerals Ltd. (filed herewith) | |||
PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
Item 1. Undertaking
The registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form F-10 or to transactions in said securities.
Item 2. Consent to Service of Process
Concurrently with the filing of the initial Registration Statement on Form F-10, the Registrant filed with the Commission a written Irrevocable Consent and Power of Attorney on Form F-X. Any change to the name or address of the agent for service of the Registrant shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the relevant registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Toronto, Ontario, country of Canada, on February 15, 2005.
| GOLDCORP INC. |
||||
| By: | /s/ R. Gregory Laing | |||
| R. Gregory Laing | ||||
| Vice President, Legal | ||||
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| *
Robert R. McEwen |
Chairman and Chief Executive Officer (principal executive officer) | February 15, 2005 | ||
| *
Brad Boland |
Vice President, Finance (principal financial officer) | February 15, 2005 | ||
| *
Perry Y. Ing |
Corporate Controller (principal accounting officer) | February 15, 2005 | ||
| *
David R. Beatty |
Director | February 15, 2005 | ||
| *
Ronald M. Goldsack |
Director | February 15, 2005 |
| Signature | Title | Date | ||
| *
Stuart R. Horne |
Director | February 15, 2005 | ||
| *
James P. Hutch |
Director | February 15, 2005 | ||
| *
Brian W. Jones |
Director | February 15, 2005 | ||
| *
Dr. Donald R.M. Quick |
Director | February 15, 2005 | ||
| *
Michael L. Stein |
Director | February 15, 2005 | ||
| * By /s/ R. Gregory Laing
R. Gregory Laing Attorney-in-Fact |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of Goldcorp Inc. in the United States on February 15, 2005.
| WHARF RESOURCES (U.S.A.), INC. |
||||
| By: | /s/ John Begeman | |||
| John Begeman | ||||
| General Manager | ||||
EXHIBIT INDEX
| Exhibit | Description | |||
| 4.1 | Take-Over Bid Circular, including the Offer to Purchase, dated December 29,
2004* |
|||
| 4.2 | Letter of Acceptance and Transmittal* |
|||
| 4.3 | Notice of Guaranteed Delivery* |
|||
| 4.4 | Guidelines for Certification of Taxpayer Identification on Substitute Form W-9* |
|||
| 4.5 | Acquisition Agreement, dated December 23, 2004, between Goldcorp Inc. and
Wheaton River Minerals Ltd.* |
|||
| 4.6 | Annual Information Form of Goldcorp for the year ended December 31, 2003 of
Goldcorp dated May 14, 2004* |
|||
| 4.7 | Audited comparative consolidated financial statements of Goldcorp as at, and
for the year ended, December 31, 2003, together with the auditors’ report
thereon* |
|||
| 4.8 | Management’s Discussion and Analysis for the year ended December 31, 2003* |
|||
| 4.9 | Unaudited comparative consolidated interim financial statements of Goldcorp as
at, and for the nine-month period ended, September 30, 2004* |
|||
| 4.10 | Management’s Discussion and Analysis for the nine-month period ended September
30, 2004* |
|||
| 4.11 | Management Information Circular and Proxy Statement of Goldcorp dated March
31, 2004 distributed in connection with the annual and general meeting of
shareholders of Goldcorp held on June 16, 2004 (excluding the sections
entitled “Report on Executive Compensation”, “Performance Graph” and
“Corporate Governance”)* |
|||
| 4.12 | Material change report of Goldcorp dated December 7, 2004 respecting the Offer* |
|||
| 4.13 | Material change report of Goldcorp dated December 24, 2004 concerning
Goldcorp’s approval of the Offer and entering into the Acquisition Agreement* |
|||
| 4.14 | Transcript of Joint Conference Call of Goldcorp Inc. and Wheaton River
Minerals Ltd. held on December 6, 2004* |
|||
| 4.15 | Material change report of Goldcorp dated December 24, 2004 concerning
Goldcorp’s approval of the Offer and entering into the Acquisition Agreement* |
|||
| 4.16 | Standstill and Confidentiality Agreement, dated December 3, 2004, between
Goldcorp Inc. and Wheaton River Minerals Ltd.* |
|||
| 4.17 | Letter of Intent, dated December 5, 2004, between Goldcorp Inc. and Wheaton
River Minerals Ltd.* |
|||
| 4.18 | Notice of Special Meeting of Shareholders and Management Information Circular
of Goldcorp, dated January 4, 2005* |
|||
| Exhibit | Description | |||
| 4.19 | Annual Information Form of Wheaton for the year ended December 31, 2003, dated
May 12, 2004* |
|||
| 4.20 | Audited comparative consolidated financial statements of Wheaton as at, and
for the year ended, December 31, 2003, together with the auditors’ report
thereon* |
|||
| 4.21 | Management’s Discussion and Analysis of Results of Operations and Financial
Condition of Wheaton for the year ended December 31, 2003* |
|||
| 4.22 | Management’s Discussion and Analysis of Results of Operations and Financial
Condition of Wheaton for the year ended December 31, 2003* |
|||
| 4.23 | Management’s Discussion and Analysis of Results of Operations and Financial
Condition of Wheaton for the nine-months ended September 30, 2004* |
|||
| 4.24 | The following sections of the Joint Management Information Circular of Wheaton
and IAMGOLD Corporation (“IAMGOLD”) dated April 30, 2004 distributed in
connection with the annual and special meeting of shareholders of Wheaton held
on June 8, 2004: “General Proxy Information”, “Information Concerning the
Meetings (information respecting Wheaton only), “Annual Business to be
Considered by Wheaton Shareholders”, “Wheaton Directors’ Approval” and
“Exhibit C — Information Concerning Wheaton River Minerals Ltd.” (excluding
the sections entitled “Statement of Executive Compensation — Report on
Executive Compensation”, “Statement of Executive Compensation — Performance
Graph” and “Statement of Corporate Governance Policies”)* |
|||
| 4.25 | Material change report of Wheaton dated January 14, 2004 concerning the
completion by Wheaton of the acquisition of the Amapari Gold Project in
Brazil* |
|||
| 4.26 | Material change report of Wheaton dated April 7, 2004 concerning the proposed
agreement between Wheaton and IAMGOLD to combine the two companies* |
|||
| 4.27 | Material change report of Wheaton dated May 6, 2004 concerning the completion
of due diligence, receipt of final fairness opinions and signing of a
definitive agreement by Wheaton and IAMGOLD, all in connection with the
proposed combination of the two companies* |
|||
| 4.28 | Material change report of Wheaton dated June 3, 2004 concerning: (A) the
receipt by Wheaton of an unsolicited proposal from Coeur d’Alene Mines
Corporation (“Coeur’’) to acquire all of Wheaton’s outstanding common shares;
and (B) the decision of Wheaton not to pursue Coeur’s proposal* |
|||
| 4.29 | Material change report of Wheaton dated June 7, 2004 concerning: (A) the
receipt by Wheaton of a further unsolicited proposal from Coeur to acquire all
of Wheaton’s outstanding common shares; (B) the decision of Wheaton not to
pursue the revised proposal delivered by Coeur; and (C) the recommendation of
Wheaton that Wheaton’s shareholders vote in favour of the proposed IAMGOLD
combination* |
|||
| Exhibit | Description | |||
| 4.30 | Material change report of Wheaton dated June 18, 2004 concerning: (A) the
approval by Wheaton’s shareholders of the proposed IAMGOLD combination; (B)
the decision of Wheaton to hold a further vote of its shareholders to approve
the combination with IAMGOLD on July 6, 2004; (C) the receipt by Wheaton of a
written request from Coeur for a list of Wheaton’s shareholders; and (D) the
appointment by Wheaton’s board of directors of a special committee authorized
to review and consider the proposed IAMGOLD combination, the unsolicited
proposal made to Wheaton by Coeur, and any further proposals made to Wheaton
or its shareholders by third parties* |
|||
| 4.31 | Material change report of Wheaton dated July 1, 2004 concerning: (A) the
rejection by Wheaton of the latest unsolicited proposals from Coeur; and (B)
the reconfirmation by Wheaton of its recommendation that Wheaton’s
shareholders vote in favour of the proposed IAMGOLD combination on July 6,
2004* |
|||
| 4.32 | Material change report of Wheaton dated July 13, 2004 concerning: (A) the
inability of IAMGOLD to obtain the required shareholder approval for the
proposed combination with Wheaton; (B) the termination of the arrangement
agreement between Wheaton and IAMGOLD; and (C) the adjournment by Wheaton of
its shareholders’ meeting scheduled for July 6, 2004* |
|||
| 4.33 | Material change report of Wheaton dated July 23, 2004 concerning the absence
of a legal offer from Coeur to Wheaton’s Canadian shareholders* |
|||
| 4.34 | Material change report of Wheaton dated July 23, 2004 concerning: (A) the
agreement of Chap Mercantile Inc. (“Chap’’) to purchase 100% of the silver
produced by Wheaton’s Luismin mining operations in Mexico (the “Silver
Transaction’’); (B) the change of name by Chap to Silver Wheaton Corp.; (C)
the option of Wheaton and Luismin S.A. de C.V. not to proceed with the Silver
Transaction; and (D) the intention of Wheaton to complete an equity financing
in connection with the Silver Transaction* |
|||
| 4.35 | Material change report of Wheaton dated July 29, 2004 concerning: (A) the
inability of Wheaton to make a recommendation to its shareholders to accept or
reject Coeur’s offer; (B) the recommendation of Wheaton that Wheaton’s
shareholders not tender their shares to Coeur’s U.S. offer or take any other
action until they receive a further recommendation from Wheaton; (C) the
filing by Wheaton of a Schedule 14D-9 with the SEC in connection with
Wheaton’s response to Coeur’s U.S. offer; (D) the request from Wheaton to
Coeur for confirmation with respect to Coeur’s intention not to take up and
pay for Wheaton’s shares under Coeur’s U.S. offer until the same opportunity
is provided to Wheaton’s Canadian shareholders; and (E) the intention of
Wheaton to review and respond to Coeur’s offer once the offer is made to all
of Wheaton’s Canadian shareholders* |
|||
| Exhibit | Description | |||
| 4.36 | Material change report of Wheaton dated September 13, 2004 concerning: (A) the
recommendation of Wheaton that Wheaton’s shareholders reject Coeur’s offer to
purchase all of Wheaton’s outstanding common shares; and (B) the rescheduling
by Wheaton of the closing date of the Silver Transaction* |
|||
| 4.37 | Material change report of Wheaton dated October 25, 2004 concerning the
closing of the Silver Transaction* |
|||
| 4.38 | Material change report of Wheaton dated December 14, 2004 concerning the
agreement of Wheaton in principle to combine with Goldcorp Inc.* |
|||
| 4.39 | Material change report of Wheaton dated December 31, 2004 concerning Wheaton’s
entering into the Acquisition Agreement with Goldcorp* |
|||
| 4.40 | Unaudited comparative consolidated financial statements of Wheaton as at, and
for the nine-months ended September 30, 2004, including a reconciliation to
U.S. GAAP contained in Note 16 thereto* |
|||
| 4.41 | Press release, dated January 14 , 2005 containing summary financial
information of Goldcorp* |
|||
| 4.42 | Press Release issued by Goldcorp* |
|||
| 4.43 | Press Release issued by Goldcorp* |
|||
| 4.44 | Press Release issued by Goldcorp* |
|||
| 4.45 | Powerpoint Slide Presentation of Goldcorp, Inc. entitled “Goldcorp + Wheaton —
the Superior Alternative”, dated January 25, 2005* |
|||
| 4.46 | Notice of Extension, dated January 24, 2005* |
|||
| 4.47 | Acknowledgement and Agreement regarding Acquisition Agreement, dated January
20, 2005, between Goldcorp Inc. and Wheaton River Minerals Ltd.* |
|||
| 4.48 | Additions to Powerpoint
Slide Presentation of Goldcorp Inc. entitled
“Goldcorp + Wheaton — the Superior Alternative”, dated January 25, 2005
(incorporated by reference to Goldcorp’s filings pursuant to Rule 425, filed
on January 26, 2005, January 27, 2005, January 28, 2005,
February 2, 2005 and February 8, 2005) |
|||
| 4.49 | Advertisements concerning the Offer placed by Goldcorp Inc. on certain
internet websites (incorporated by reference to Goldcorp’s
filings pursuant to
Rule 425, filed on January 26, 2005 and February 11, 2005) |
|||
| 4.50 | Press
releases issued by of Goldcorp Inc. (incorporated by reference to
Goldcorp’s filings
pursuant to Rule 425, filed on January 26, 2005, February 4, 2005, February 8, 2005, February 9, 2005
and February 10, 2005) |
|||
| 4.51 | Transcript of recorded “on hold” message played to callers to main telephone
number of Goldcorp Inc. (incorporated by reference to Goldcorp’s filing
pursuant to Rule 425, filed on January 27, 2005) |
|||
| Exhibit | Description | |||||
| 4.52 | Transcript of conference call held on January 27, 2005 to discuss the Offer
and Glamis Gold Ltd.’s offer to purchase all of Goldcorp’s outstanding common
shares (incorporated by reference to Goldcorp’s filing pursuant to Rule 425,
filed on January 28, 2005) |
|||||
| 4.53 | Transcript of interview originally aired on CNBC program, Squawk Box, on February 1, 2005
(incorporated by reference to Goldcorp’s filing pursuant to Rule 425, filed on February 2,
2005) |
|||||
| 4.54 | Form of Newspaper Advertisement published in the February 3, 2005 editions of the Wall Street
Journal, Globe and Mail, Montreal Gazette and Investor’s Business Daily (incorporated by
reference to Goldcorp’s filing pursuant to Rule 425, filed on February 3, 2005) |
|||||
| 4.55 | Press Release issued by Goldcorp Inc. (filed herewith) | |||||
| 4.56 | Notice
of Extension and Subsequent Offering Period, dated February 14, 2005 (filed herewith) |
|||||
| 4.57 | Consent and Agreement regarding the Acquisition Agreement,
dated February 7, 2005, between Goldcorp Inc. and Wheaton River
Minerals Ltd. (filed herewith) |
|||||
| 5.1 | Consent of Fraser Milner Casgrain LLP* |
|||||
| 5.2 | Consent of Dorsey & Whitney LLP* |
|||||
| 5.3 | Consent of KPMG LLP* |
|||||
| 5.4 | Consent of Deloitte & Touche LLP* |
|||||
| 6.1 | Powers of Attorney* |
|||||
| * | Previously filed. |
|||||