SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 18-K/A
AMENDMENT NO. 2
For Foreign Governments and Political Subdivisions Thereof
ANNUAL REPORT
of
CANADA
(Name of Registrant)
Date of end of last fiscal year: March 31, 2016
SECURITIES REGISTERED*
(As of the close of the fiscal year)
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|
| Time of Issue | | Amounts as to which registration is effective | | Name of exchanges on which registered |
N/A | | N/A | | N/A |
|
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Name and address of person authorized to receive notices
and communications from the Securities and Exchange Commission:
STEVEN MCLAREN
Counsellor (Finance)
Canadian Embassy
501 Pennsylvania Avenue, N.W.
Washington, D.C. 20001
Copies to:
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NICOLAS MOREAU Director Financial Markets Division Department of Finance, Canada 13th Floor, 90 Elgin Street Ottawa, Ontario K1A 0G5 | | NICOLAS MARION Consul Consulate General of Canada 1251 Avenue of the Americas New York, NY 10020 | | PAUL E. DENARO Milbank, Tweed, Hadley & McCloy LLP 28 Liberty Street New York, NY 10005 |
* The Registrant is filing this amendment to its annual report on a voluntary basis.
This amendment to Canada’s Annual Report on Form 18-K for the year ending March 31, 2016 is being filed to include as exhibits to such form (i) Amendment No. 3 to the Distribution Agreement dated as of March 30, 2017 between Canada and Scotia Capital (USA) Inc., as distributor, (ii) the Opinion and Consent of Senior Counsel, Department of Justice (Canada), Finance – General Legal Services, (iii) the Consent of Milbank, Tweed, Hadley & McCloy LLP, U.S. Counsel for Canada, and (iv) the Consent of Stikeman Elliott LLP, Canadian Counsel for the distributor, all of which were prepared in connection with Canada’s medium-term note program (the “Canada Notes program”) described in Canada’s prospectus supplement dated March 30, 2017 (the “prospectus supplement”) to its prospectus dated February 26, 2015 (the “prospectus”) relating to bonds registered on Registration Statement No. 333-200852.
The exhibits to Canada’s Annual Report on Form 18-K for the year ended March 31, 2016 are hereby amended to include the following:
| | Exhibit J: | Fiscal Agency Agreement* |
| | Exhibit K: | Distribution Agreement* |
| | Exhibit L: | Amendment No. 1 to Distribution Agreement† |
| | Exhibit M: | Amendment No. 2 to Distribution Agreement†† |
| | Exhibit N: | Amendment No. 3 to Distribution Agreement |
| | Exhibit O: | Calculation Agency Agreement* |
| | Exhibit P: | Exchange Rate Agency Agreement* |
| | Exhibit Q: | Opinion and Consent of Senior Counsel, Department of Justice (Canada), Finance – General Legal Services |
| | Exhibit R: | Consent of Milbank, Tweed, Hadley & McCloy LLP |
| | Exhibit S: | Consent of Stikeman Elliott LLP |
| | * | Incorporated herein by reference from Amendment No. 6 on Form 18-K/A (file no. 033-05368) to the Annual Report for the fiscal year ended March 31, 2011 as filed with the Commission on November 28, 2012 |
| | † | Incorporated herein by reference from Amendment No. 3 on Form 18-K/A (file no. 033-05368) to the Annual Report for the fiscal year ended March 31, 2014 as filed with the Commission on March 30, 2015 |
| | †† | Incorporated herein by reference from Amendment No. 3 on Form 18-K/A (file no. 033-05368) to the Annual Report for the fiscal year ended March 31, 2015 as filed with the Commission on March 30, 2016. |
It is estimated that the expenses of Canada in connection with the sale of the Canada Notes will be as follows:
| | | | |
Filing Fee (assuming U.S.$4,000,000,000 aggregate principal amount of Canada Notes are sold pursuant to Canada’s Registration Statement No. 333-200852) | | U.S.$ | 464,780.50 | |
Legal | | | 100,000 | |
Reimbursement of Distributor’s Expenses | | | 100,000 | |
Miscellaneous Expenses | | | 30,923 | |
| | | | |
Total | | U.S.$ | 695,703.50 | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 to its annual report to be signed on its behalf by the undersigned, thereunto duly authorized, at Ottawa, Canada, on the 30th day of March, 2017.
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| CANADA |
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| By: | | /s/ Mervin Merkowsky |
| | Mervin Merkowsky Chief Reserves Management Section Funds Management Division Department of Finance Government of Canada |
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EXHIBIT INDEX
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Exhibit
No. | | |
| |
| J: | | Fiscal Agency Agreement* |
| |
| K: | | Distribution Agreement* |
| |
| L: | | Amendment No. 1 to Distribution Agreement† |
| |
| M: | | Amendment No. 2 to Distribution Agreement†† |
| |
| N: | | Amendment No. 3 to Distribution Agreement |
| |
| O: | | Calculation Agency Agreement* |
| |
| P: | | Exchange Rate Agency Agreement* |
| |
| Q: | | Opinion and Consent of Senior Counsel, Department of Justice (Canada), Finance – General Legal Services |
| |
| R: | | Consent of Milbank, Tweed, Hadley & McCloy LLP |
| |
| S: | | Consent of Stikeman Elliott LLP |
| |
| * | | Incorporated herein by reference from Amendment No. 6 on Form 18-K/A (file no. 033-05368) to the Annual Report for the fiscal year ended March 31, 2011 as filed with the Commission on November 28, 2012 |
| |
| † | | Incorporated herein by reference from Amendment No. 3 on Form 18-K/A (file no. 033-05368) to the Annual Report for the fiscal year ended March 31, 2014 as filed with the Commission on March 30, 2015 |
| |
| †† | | Incorporated herein by reference from Amendment No. 3 on Form 18-K/A (file no. 033-05368) to the Annual Report for the fiscal year ended March 31, 2015 as filed with the Commission on March 30, 2016. |
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