FORM 18-K/A For Foreign Governments and Political Subdivisions Thereof ---------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- AMENDMENT NO. 3 TO ANNUAL REPORT OF PROVINCE OF NEW BRUNSWICK (Canada) (Name of Registrant) ---------- Date of end of last fiscal year: March 31, 2006 SECURITIES REGISTERED* (As of the close of the fiscal year) Amounts as to which Names of exchanges Title of Issue registration is effective on which registered - -------------- ------------------------- ------------------- N/A N/A N/A Name and address of persons authorized to receive notices and communications from the Securities and Exchange Commission: John McNab Deputy Consul General Canadian Consulate General 1251 Avenue of the Americas New York, New York 10020 ---------- Copies to: Christopher J. Cummings John Dicaire Shearman & Sterling LLP Assistant Deputy Minister Commerce Court West Treasury Division 199 Bay Street Province of New Brunswick Toronto, Ontario P.O. Box 6000 Canada M5L IE8 Fredericton, New Brunswick Canada E3B 5H1 * The Registrant is filing this annual report on a voluntary basis. PROVINCE OF NEW BRUNSWICK In connection with the issuance by the Province of New Brunswick of $500,000,000 5.20% Bonds due February 21, 2017, the undersigned registrant hereby amends its Annual Report on Form 18-K for the fiscal year ended March 31, 2006 (the "Annual Report") as follows: The following additional exhibits are added to the Annual Report: Exhibit 1.1 Underwriting Agreement, dated as of February 13, 2007, including the names and addresses of the Underwriters; Exhibit 4.1 Fiscal Agency Agreement, dated as of February 21, 2007, including the form of Global Bond; Exhibit 5.1 Opinion of the Deputy Attorney General of the Province of New Brunswick, including a consent relating thereto, in respect of the legality of the Bonds; and Exhibit 99.1 Schedule of Expenses. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the annual report to be signed on its behalf by the undersigned, thereunto duly authorized, at Fredericton, New Brunswick. PROVINCE OF NEW BRUNSWICK (Name of registrant) February 22, 2007 By: /s/ Leonard Lee-White ------------------------------------ Name: Leonard Lee-White Title: Managing Director, Debt Management Capital Markets Division Treasury Division, Department of Finance EXHIBIT INDEX Exhibit 1.1 Underwriting Agreement, dated as of February 13, 2007, including the names and addresses of the Underwriters Exhibit 4.1 Fiscal Agency Agreement, dated as of February 21, 2007, including the form of Global Bond Exhibit 5.1 Opinion of the Deputy Attorney General of the Province of New Brunswick, including a consent relating thereto, in respect of the legality of the Bonds Exhibit 99.1 Schedule of Expenses