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As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/07/14 Cipher Pharmaceuticals Inc 40FR12B 84:13M Merrill Corp-MD/FA |
Document/Exhibit Description Pages Size 1: 40FR12B Registration of Securities of a Canadian Issuer -- HTML 97K SEA'34 §12(b) 2: EX-99.01 Miscellaneous Exhibit HTML 31K 3: EX-99.02 Miscellaneous Exhibit HTML 376K 4: EX-99.03 Miscellaneous Exhibit HTML 154K 5: EX-99.04 Miscellaneous Exhibit HTML 44K 6: EX-99.05 Miscellaneous Exhibit HTML 61K 7: EX-99.06 Miscellaneous Exhibit HTML 317K 8: EX-99.07 Miscellaneous Exhibit HTML 32K 9: EX-99.08 Miscellaneous Exhibit HTML 32K 10: EX-99.09 Miscellaneous Exhibit HTML 23K 11: EX-99.10 Miscellaneous Exhibit HTML 557K 12: EX-99.11 Miscellaneous Exhibit HTML 28K 13: EX-99.12 Miscellaneous Exhibit HTML 444K 14: EX-99.13 Miscellaneous Exhibit HTML 27K 15: EX-99.14 Miscellaneous Exhibit HTML 29K 16: EX-99.15 Miscellaneous Exhibit HTML 45K 17: EX-99.16 Miscellaneous Exhibit HTML 27K 18: EX-99.17 Miscellaneous Exhibit HTML 264K 19: EX-99.18 Miscellaneous Exhibit HTML 131K 20: EX-99.19 Miscellaneous Exhibit HTML 28K 21: EX-99.20 Miscellaneous Exhibit HTML 28K 22: EX-99.21 Miscellaneous Exhibit HTML 44K 23: EX-99.22 Miscellaneous Exhibit HTML 41K 24: EX-99.23 Miscellaneous Exhibit HTML 25K 25: EX-99.24 Miscellaneous Exhibit HTML 344K 26: EX-99.25 Miscellaneous Exhibit HTML 169K 27: EX-99.26 Miscellaneous Exhibit HTML 29K 28: EX-99.27 Miscellaneous Exhibit HTML 29K 29: EX-99.28 Miscellaneous Exhibit HTML 40K 30: EX-99.29 Miscellaneous Exhibit HTML 27K 31: EX-99.30 Miscellaneous Exhibit HTML 35K 32: EX-99.31 Miscellaneous Exhibit HTML 351K 33: EX-99.32 Miscellaneous Exhibit HTML 174K 34: EX-99.33 Miscellaneous Exhibit HTML 28K 35: EX-99.34 Miscellaneous Exhibit HTML 28K 36: EX-99.35 Miscellaneous Exhibit HTML 41K 37: EX-99.36 Miscellaneous Exhibit HTML 23K 38: EX-99.37 Miscellaneous Exhibit HTML 23K 39: EX-99.38 Miscellaneous Exhibit HTML 24K 40: EX-99.39 Miscellaneous Exhibit HTML 28K 41: EX-99.40 Miscellaneous Exhibit HTML 406K 42: EX-99.41 Miscellaneous Exhibit HTML 173K 43: EX-99.42 Miscellaneous Exhibit HTML 45K 44: EX-99.43 Miscellaneous Exhibit HTML 40K 45: EX-99.44 Miscellaneous Exhibit HTML 42K 46: EX-99.45 Miscellaneous Exhibit HTML 29K 47: EX-99.46 Miscellaneous Exhibit HTML 28K 48: EX-99.47 Miscellaneous Exhibit HTML 310K 49: EX-99.48 Miscellaneous Exhibit HTML 32K 50: EX-99.49 Miscellaneous Exhibit HTML 32K 51: EX-99.50 Miscellaneous Exhibit HTML 559K 52: EX-99.51 Miscellaneous Exhibit HTML 27K 53: EX-99.52 Miscellaneous Exhibit HTML 424K 54: EX-99.53 Miscellaneous Exhibit HTML 26K 55: EX-99.54 Miscellaneous Exhibit HTML 264K 56: EX-99.55 Miscellaneous Exhibit HTML 156K 57: EX-99.56 Miscellaneous Exhibit HTML 29K 58: EX-99.57 Miscellaneous Exhibit HTML 29K 59: EX-99.58 Miscellaneous Exhibit HTML 44K 60: EX-99.59 Miscellaneous Exhibit HTML 28K 61: EX-99.60 Miscellaneous Exhibit HTML 35K 62: EX-99.61 Miscellaneous Exhibit HTML 32K 63: EX-99.62 Miscellaneous Exhibit HTML 33K 64: EX-99.63 Miscellaneous Exhibit HTML 29K 65: EX-99.64 Miscellaneous Exhibit HTML 33K 66: EX-99.65 Miscellaneous Exhibit HTML 340K 67: EX-99.66 Miscellaneous Exhibit HTML 195K 68: EX-99.67 Miscellaneous Exhibit HTML 29K 69: EX-99.68 Miscellaneous Exhibit HTML 29K 70: EX-99.69 Miscellaneous Exhibit HTML 46K 71: EX-99.70 Miscellaneous Exhibit HTML 354K 72: EX-99.71 Miscellaneous Exhibit HTML 202K 73: EX-99.72 Miscellaneous Exhibit HTML 29K 74: EX-99.73 Miscellaneous Exhibit HTML 29K 75: EX-99.74 Miscellaneous Exhibit HTML 44K 76: EX-99.75 Miscellaneous Exhibit HTML 23K 77: EX-99.76 Miscellaneous Exhibit HTML 369K 78: EX-99.77 Miscellaneous Exhibit HTML 32K 79: EX-99.78 Miscellaneous Exhibit HTML 32K 80: EX-99.79 Miscellaneous Exhibit HTML 23K 81: EX-99.80 Miscellaneous Exhibit HTML 425K 82: EX-99.81 Miscellaneous Exhibit HTML 32K 83: EX-99.82 Miscellaneous Exhibit HTML 32K 84: EX-99.83 Miscellaneous Exhibit HTML 22K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
T REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
£ ANNUAL REPORT PURSUANT TO SECTION 13(A) OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: |
|
Commission File Number: |
CIPHER PHARMACEUTICALS INC.
(Exact name of Registrant as specified in its charter)
Ontario, Canada |
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2834 |
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|
(Province or other jurisdiction of |
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(Primary Standard Industrial |
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(I.R.S. Employer Identification |
5650 Tomken Road, Unit 16
Mississauga, Ontario
L4W 4P1
(905) 602-5840
(Address and telephone number of registrant’s principal executive offices)
CT Corporation
111 Eighth Avenue, 13th Floor
(212) 590-9331
(Name, address (including zip code) and telephone number
(including area code) of agent for service of process in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class |
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Name of each exchange on which registered |
Common Shares, no par value Common Shares, no par value |
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Toronto Stock Exchange NASDAQ Stock Market LLC |
Securities registered or to be registered pursuant to Section 12(g) of the Act. None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None
For annual reports, indicate by check mark the information filed with this form:
£ Annual Information Form |
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£ Audited Annual Financial Statements |
Indicate the number of outstanding shares of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 24,975,961 Common Shares, no par value, as of December 31, 2013
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. £ Yes x No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). £ Yes £ No
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this Registration Statement on Form 40-F are forward-looking statements. Please see “Caution Regarding Forward-Looking Statements” on page 1 of the Annual Information Form for the year ended December 31, 2013 (the “2013 AIF”) of Cipher Pharmaceuticals Inc. (the “Registrant”), which is filed as Exhibit 99.47 to this Registration Statement on Form 40-F.
Documents Filed as Part of This Registration Statement
The documents filed as Exhibits 99.1 through 99.82 each of which is incorporated by reference in this registration statement, contain all information material to an investment decision that the Registrant since January 1, 2013: (i) made or was required to make public pursuant to the law of any Canadian jurisdiction, (ii) filed or was required to file with the Toronto Stock Exchange (the “TSX”) and which was made public by the TSX, or (iii) distributed or was required to distribute to its security holders.
Description of Common Shares
The required disclosure containing a description of the securities to be registered is included under the headings “Dividends” and “Description of Capital Structure—Common Shares” on pages 16 and 17 of the 2013 AIF, respectively, and “Note 10—Share Capital” to the Registrant’s Audited Financial Statements as of and for the year ended December 31, 2013, which are filed as Exhibit 99.80 to this Registration Statement on Form 40-F.
Off-Balance Sheet Arrangements
The Registrant does not have any “off-balance sheet arrangements” (as that term is defined in paragraph 11(ii) of General Instruction B to Form 40-F) that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Tabular Disclosure of Contractual Obligations
The following is a summary of the Registrant’s contractual obligations as of December 31, 2013:
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|
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Payments due by period |
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Contractual |
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Total |
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Less than 1 |
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1-3 years |
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3-5 years |
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More than 5 |
| |||
Long-Term Debt Obligations |
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nil |
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nil |
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nil |
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nil |
|
nil |
| |||
Capital (Finance) Lease Obligations |
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nil |
|
nil |
|
nil |
|
nil |
|
nil |
| |||
Operating Lease Obligations |
|
$ |
97,753 |
|
$ |
69,002 |
|
$ |
28,751 |
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nil |
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nil |
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Purchase Obligations |
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Nil |
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Nil |
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Nil |
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nil |
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nil |
| |||
Other Long-Term Liabilities Reflected on the Registrant’s Balance Sheet |
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Nil |
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Nil |
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Nil |
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nil |
|
nil |
| |||
Total |
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$ |
97,753 |
|
$ |
69,002 |
|
$ |
28,751 |
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nil |
|
nil |
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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 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
Consent to Service of Process
The Registrant has filed a Form F-X with the Commission together with this Registration Statement on Form 40-F.
Signatures
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized on November 7, 2014.
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CIPHER PHARMACEUTICALS INC. | |
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By: |
/s/ Norman Evans |
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Name: |
|
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Title: |
Chief Financial Officer |
Exhibit No. |
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Description |
99.01 |
|
Notice of 2013 Annual Meeting Date and Record Date |
99.02 |
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Audited Financial Statements as of and for the fiscal year ended December 31, 2012 |
99.03 |
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Management’s Discussion and Analysis for the fiscal year ended December 31, 2012 |
99.04 |
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News Release dated March 1, 2013 |
99.05 |
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ON Form 13-502F1 (Class 1 Reporting Issuers — Participation Fee) |
99.06 |
|
Revised Annual Information Form for the fiscal year ended December 31, 2012 |
99.07 |
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Canadian Form 52-109F1R — Certification of refiled annual filings — CEO |
99.08 |
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Canadian Form 52-109F1R — Certification of refiled annual filings — CFO |
99.09 |
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Cover Letter dated March 25, 2013 |
99.10 |
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Annual Report for the fiscal year ended December 31, 2012 |
99.11 |
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Form of proxy for the 2013 Annual Meeting |
99.12 |
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Management Information Circular for the 2013 Annual and Special Meeting |
99.13 |
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Notice of 2013 Annual and Special Meeting |
99.14 |
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Voting Instruction Form for 2013 Annual and Special Meeting |
99.15 |
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Certificate re: dissemination to shareholders |
99.16 |
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News Release dated April 29, 2013 |
99.17 |
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Interim Financial Statements as at and for the three months ended March 31, 2013 |
99.18 |
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Management’s Discussion and Analysis for the three months ended March 31, 2013 |
99.19 |
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Canadian Form 52-109F2 — Certification of interim filings — CEO |
99.20 |
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Canadian Form 52-109F2 — Certification of interim filings — CFO |
99.21 |
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News Release dated May 3, 2013 |
99.22 |
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Report of Voting Results of 2013 Annual Meeting |
99.23 |
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News Release dated July 2, 2013 |
99.24 |
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Interim Financial Statements as at and for the three and six months ended June 30, 2013 |
99.25 |
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Management’s Discussion and Analysis for the three and six months ended June 30, 2013 |
99.26 |
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Canadian Form 52-109F2 — Certification of interim filings — CEO |
99.27 |
|
Canadian Form 52-109F2 — Certification of interim filings — CFO |
99.28 |
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News Release dated July 31, 2013 |
99.29 |
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News Release dated September 19, 2013 |
99.30 |
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Material Change Report dated September 20, 2013 |
99.31 |
|
Interim Financial Statements as at and for the three and nine months ended September 30, 2013 |
99.32 |
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Management’s Discussion and Analysis for the three and nine months ended September 30, 2013 |
99.33 |
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Canadian Form 52-109F2 — Certification of interim filings — CEO |
99.34 |
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Canadian Form 52-109F2 — Certification of interim filings — CFO |
99.35 |
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News Release dated October 30, 2013 |
99.36 |
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News Release dated December 30, 2013 |
99.37 |
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News Release dated January 21, 2014 |
99.38 |
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News Release dated February 5, 2014 |
99.39 |
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Notice of 2014 Annual Meeting Date and Record Date |
99.40 |
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Audited Financial Statements as of and for the fiscal year ended December 31, 2013 |
99.41 |
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Management’s Discussion and Analysis for the fiscal year ended December 31, 2013 |
99.42 |
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News Release dated February 26, 2014 |
99.43 |
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ON Form 13-502F1 (Class 1 Reporting Issuers — Participation Fee) |
99.44 |
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Material Change Report dated March 14, 2014 |
99.45 |
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News Release dated March 14, 2014 |
99.46 |
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News Release dated March 25, 2014 |
99.47 |
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Annual Information Form for the fiscal year ended December 31, 2013 |
99.48 |
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Canadian Form 52-109F1 — Certification of annual filings — CEO |
99.49 |
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Canadian Form 52-109F1 — Certification of annual filings — CFO |
99.50 |
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Annual Report for the fiscal year ended December 31, 2013 |
99.51 |
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Form of proxy for the 2014 Annual Meeting |
99.52 |
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Management Information Circular for the 2014 Annual Meeting |
99.53 |
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Notice of 2014 Annual Meeting |
99.54 |
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Interim Financial Statements as at and for the three months ended March 31, 2014 |
99.55 |
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Management’s Discussion and Analysis for the three months ended March 31, 2014 |
99.56 |
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Canadian Form 52-109F2 — Certification of interim filings — CEO |
99.57 |
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Canadian Form 52-109F2 — Certification of interim filings — CFO |
99.58 |
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News Release dated May 2, 2014 |
99.59 |
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News Release dated May 5, 2014 |
99.60 |
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Report of Voting Results of 2014 Annual Meeting |
99.61 |
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News release dated June 18, 2014 |
99.62 |
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Material Change Report dated June 26, 2014 |
99.63 |
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News Release dated June 26, 2014 |
99.64 |
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News Release dated July 24, 2014 |
99.65 |
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Interim Financial Statements as at and for the three and six months ended June 30, 2014 |
99.66 |
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Management’s Discussion and Analysis for the three and six months ended June 30, 2014 |
99.67 |
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Canadian Form 52-109F2 — Certification of interim filings — CEO |
99.68 |
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Canadian Form 52-109F2 — Certification of interim filings — CFO |
99.69 |
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News Release dated July 30, 2014 |
99.70 |
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Interim Financial Statements as at and for the three and nine months ended September 30, 2014 |
99.71 |
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Management’s Discussion and Analysis for the three and nine months ended September 30, 2014 |
99.72 |
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Canadian Form 52-109F2 — Certification of interim filings—CEO |
99.73 |
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Canadian Form 52-109F2 — Certification of interim filings — CFO |
99.74 |
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News Release dated October 29, 2014 |
99.75 |
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Cover Letter for Refiled 2012 Audited Financial Statement |
99.76 |
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Refiled Audited Financial Statements as of and for the fiscal year ended December 31, 2012 |
99.77 |
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Canadian Form 52-109F2 — Certification of Refiled 2012 Annual filings — CEO |
99.78 |
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Canadian Form 52-109F2 — Certification of Refiled 2012 Annual filings — CFO |
99.79 |
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Cover Letter for Refiled 2013 Audited Financial Statement |
99.80 |
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Refiled Audited Financial Statements as of and for the fiscal year ended December 31, 2013 |
99.81 |
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Canadian Form 52-109F2 — Certification of Refiled 2013 Annual filings — CEO |
99.82 |
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Canadian Form 52-109F2 — Certification of Refiled 2013 Annual filings — CFO |
99.83 |
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Consent of PricewaterhouseCoopers LLP |
This ‘40FR12B’ Filing | Date | Other Filings | ||
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Filed on: | 11/7/14 | F-X | ||
10/29/14 | ||||
9/30/14 | ||||
7/30/14 | ||||
7/24/14 | ||||
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1/21/14 | ||||
12/31/13 | ||||
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4/29/13 | ||||
3/31/13 | ||||
3/25/13 | ||||
3/1/13 | ||||
1/1/13 | ||||
12/31/12 | ||||
List all Filings |