18-K/A 1 d705507d18ka.htm 18-K/A 18-K/A

 

 

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

 

 

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:

 

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.

 

CANADA
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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