Form F-80 is used by certain Canadian issuers who qualify for the multijurisdictional disclosure system set up between the Securities and Exchange Commission and the provincial securities regulators in Canada. Subject to certain restrictions, Form F-80 is a registration statement used to register under the Securities Act of 1933 (Securities Act) securities issued either:

Securities may be registered on Form F-80 whether they constitute the sole consideration for such exchange offer or business combination, or are offered in conjunction with cash. Form F-80 cannot be used to register derivative securities (other than certain warrants, options, rights and convertible securities).

Form F-80 may not be used for the registration of securities if no takeover bid circular or issuer bid circular (in the case of an exchange offer) or information circular (in the case of a business combination) is prepared under the requirements of any Canadian jurisdiction due to the availability of an exemption from such requirements as Form F-80 acts as a wraparound for the relevant Canadian offering documents. Securities registered on Form F-80 must still be offered in compliance with state blue sky securities laws, absent an exemption or federal pre-emption.

Forms F-80 and F-8 are intended for use in registering securities offered as consideration in M&A transactions and not for securities offered in financing transactions. The only purpose for the distinction between Form F-8 and Form F-80 is that some states grant blue sky law registration or qualification exemptions where the US ownership level of the target is below 40%, while other states only grant an exemption where the US ownership level is below 25% (and some states have not adopted any exemption at all relating to the use of these forms). Accordingly, Form F-8 may be used where less than 25% of the target securities are held by US holders and Form F-80 may be used where less than 40% of the target securities are held by US holders. If Form F-8 or Form F-80 is not available to a Canadian issuer to register securities, Form F-10 may still be used if the participating companies meet the Form F-10 eligibility criteria.

As an alternative to registering securities on Form F-80, the exemptions from registration under the Securities Act included in Rule 802 under the Securities Act and Section 3(a)(10) of the Securities Act may also be available to Canadian issuers.

A Canadian issuer will be exempt from the duty to file reports pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Exchange Act) solely as a result of having registered securities on Form F-80. However, the issuer must still confirm that it is otherwise exempt from the reporting obligations under Sections 12(b), 12(g) and 15(d) of the Exchange Act.