SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 18-K/A
AMENDMENT NO. 3
For Foreign Governments and Political Subdivisions Thereof
ANNUAL REPORT
of
CANADA
(Name of Registrant)
Date of end of last fiscal year: March 31, 2018
SECURITIES REGISTERED*
(As of the close of the fiscal year)
| | | | |
|
| 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 General Funds Management Division Department of Finance, Canada 13th Floor, 90 Elgin Street Ottawa, Ontario K1A 0G5 | | DAN CALOF Consul Consulate General of Canada 1251 Avenue of the Americas New York, NY 10020 | | PAUL E. DENARO Milbank LLP 55 Hudson Yards New York, NY 10001 |
* 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, 2018 is being filed to include as exhibits to such form (i) the Opinion and Consent of Senior Counsel, Department of Justice (Canada), Finance Legal Services, (ii) the Consent of Milbank LLP, U.S. Counsel for Canada, and (iii) 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 28, 2019 (the “prospectus supplement”) to its prospectus dated January 26, 2018 (the “prospectus”) relating to bonds registered on Registration Statement No. 333-222149.
The exhibits to Canada’s Annual Report on Form 18-K for the year ended March 31, 2018 are hereby amended to include the following:
| | Exhibit H: | Fiscal Agency Agreement* |
| | Exhibit I: | Distribution Agreement* |
| | Exhibit J: | Amendment No. 1 to Distribution Agreement† |
| | Exhibit K: | Amendment No. 2 to Distribution Agreement†† |
| | Exhibit L: | Amendment No. 3 to Distribution Agreement††† |
| | Exhibit M: | Calculation Agency Agreement* |
| | Exhibit N: | Exchange Rate Agency Agreement* |
| | Exhibit O: | Opinion and Consent of Senior Counsel, Department of Justice (Canada), Finance Legal Services |
| | Exhibit P: | Consent of Milbank LLP |
| | Exhibit Q: | 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. |
| | ††† | Incorporated herein by reference from Amendment No. 2 on Form 18-K/A (file no. 033-05368) to the Annual Report for the fiscal year ended March 31, 2016 as filed with the Commission on March 30, 2017. |
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.$5,068,750 aggregate principal amount of Canada Notes are sold pursuant to Canada’s Registration Statement No. 333-222149) | | U.S.$ | 615,106.28 | |
Legal | | | 100,000 | |
Reimbursement of Distributor’s Expenses | | | 100,000 | |
Miscellaneous Expenses | | | 30,923 | |
| | | | |
Total | | U.S.$ | 846,029.28 | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 3 to its annual report to be signed on its behalf by the undersigned, thereunto duly authorized, at Ottawa, Canada, on the 28th day of March, 2019.
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| CANADA |
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| By: | | /s/ Nicolas Marion |
| | Nicolas Marion Director Reserves Management Section Funds Management Division Department of Finance Government of Canada |
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EXHIBIT INDEX
| | |
Exhibit
No. | | |
| |
| H: | | Fiscal Agency Agreement* |
| |
| I: | | Distribution Agreement* |
| |
| J: | | Amendment No. 1 to Distribution Agreement† |
| |
| K: | | Amendment No. 2 to Distribution Agreement†† |
| |
| L: | | Amendment No. 3 to Distribution Agreement††† |
| |
| M: | | Calculation Agency Agreement* |
| |
| N: | | Exchange Rate Agency Agreement* |
| |
| O: | | Opinion and Consent of Senior Counsel, Department of Justice (Canada), Finance Legal Services |
| |
| P: | | Consent of Milbank LLP |
| |
| Q: | | 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. |
| |
| ††† | | Incorporated herein by reference from Amendment No. 2 on Form 18-K/A (file no. 033-05368) to the Annual Report for the fiscal year ended March 31, 2016 as filed with the Commission on March 30, 2017. |
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