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Canada		3661		Not applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Riccardo A. Leofanti, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Suite 1750, 222 Bay Street Toronto, Ontario Canada M5K 1J5 (416) 777-4700		Craig Wright, Esq. Osler, Hoskin & Harcourt LLP Suite 1500, 50 O’Connor Street Ottawa, Ontario Canada K1P 6L2 (613) 235-7234		Christopher J. Cummings, Esq. Shearman & Sterling LLP Suite 4405 Commerce Court West Toronto, Ontario Canada M5L 1E8 (416) 360-8484		David A. Chaikof, Esq. Torys LLP Suite 3000 79 Wellington Street West Toronto, Ontario Canada M5K 1N2 (416) 865-0040

			Proposed Maximum		Amount of
Title of Each Class of			Aggregate Offering		Registration
Securities to be Registered			Price(1)(2)		Fee(3)
Common Shares			$150,000,000		$16,050

(1)	Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(o) under the Securities Act of 1933 and based on a bona fide estimate of the public offering price.
(2)	Includes shares the underwriters have the option to purchase to cover over-allotments, if any.
(3)	Previously paid.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Proceeds to

Price to

Underwriting

Selling

Public

Commissions

Proceeds to Us

Shareholders

Per Share

$

$

$

$

Total

$

$

$

$

Morgan Stanley		RBC Capital Markets		Merrill Lynch & Co.

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Prospectus Summary			1
Risk Factors			9
Special Note Regarding Forward-Looking Statements			22
Exchange Rate Information			23
Use of Proceeds			23
Dividend Policy			24
Capitalization			25
Dilution			27
Selected Consolidated Financial Data			29
Management’s Discussion and Analysis of Financial Condition and Results of Operations			31
Business			63
Management			83
Certain Relationships and Related Party Transactions			94
Principal and Selling Shareholders			100
Description of Share Capital			102
Description of Convertible Notes			111
Shares Eligible for Future Sale			113
United States Federal Income Tax Considerations			115
Canadian Federal Income Tax Considerations for U.S. Holders			119
Underwriters			120
Legal Matters			126
Experts			126
Where You Can Find More Information			126
Index to Consolidated Financial Statements			F-1
EX-10.65
EX-23.1

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	•	Focus on IP-based communications solutions. As a result of our early and sustained investment in IP-based research and development, we believe we have one of the broadest portfolios of IP-based communications solutions in our industry and one of the industry’s highest ratios of IP-based product shipments to that of legacy products.
	•	Interoperable, scalable and flexible solutions that enable IP adoption. Our IP-based communications solutions have been designed to interoperate with most voice and data networks and can be used by customers with as few as 10 users to as many as 65,000 users in a single network, which enables our customers to migrate part or all of their voice communications towards a converged IP-based solution at their own pace without worrying that they will outgrow their communications system or lose their investment in their existing legacy system.
	•	Broad software capabilities that enable business process improvements. Our solutions are increasingly based on software, which enhances the value of our hardware offering to enable our customers to realize further business process improvements. Our broad range of packaged software offerings includes applications for contact centers, mobility, teleworking, presence and collaboration, voice messaging, unified communications, video conferencing and network management.
	•	Desktop portfolio focused on the user experience. We provide advanced wired and wireless desktop devices to our customers to address their specific needs regardless of whether the user is in the office, at home or traveling. Our desktop products have been recognized for their innovation, ease of use, industrial design and functionality.
	•	Communications solutions tailored to the needs of specific industries. We have made significant investments to develop an understanding of the particular business requirements of specific industries and markets, including education, government, healthcare, hospitality and retail, which have enabled us to tailor specific communications solutions for those industries.
	•	Leadership in small and medium-sized business market. We believe that our brand recognition and the flexibility of our communications solutions have well positioned us to expand our focus and addressable market from small and medium-sized businesses to large enterprises.
	•	Large, integrated distribution and strategic partner network. We have developed a global sales and distribution network with our channel partners that enables us to reach markets around the world cost effectively, and have formed a network of strategic partnerships and alliances that enables us to further improve the functionality and features of our solutions through joint research and development activities.

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	•	Continue to expand our market focus through our highly scalable solutions. We continue to increase our market share in the large enterprise market, given the ability of our solutions to accommodate up to 65,000 users in a single network configuration.
	•	Increase our focus on software applications. To enhance and differentiate our solutions we expect to continue to increase our research and development focus on software applications, such as fixed-mobile convergence (which allows for the pairing or mobile wireless telephones and office extensions), presence functionality (which, through the use of an icon, indicates the status and availability of an individual on any network) and our messaging products.
	•	Provide a gradual migration path to IP for our customers and those of our competitors. We continue to offer innovative, interoperable, high quality products to help our customers, and our competitors’ customers, transition from legacy systems to a converged IP-based communications system at their own pace.
	•	Expand our geographic presence and distribution capabilities. We continue to strategically expand our geographic presence to position ourselves for the growing global demand for IP-based communications solutions.
	•	Broaden and deepen our strategic partnerships and alliances. We continue to attract new strategic partners and establish new strategic alliances to provide us with access to customer relationships, opportunities in new target markets, and enhancement of our brand recognition.
	•	Continue to leverage our operating model. We continue to leverage our operating model by increasing our gross margins through a continued focus on product cost reductions and growing our revenues at a pace that exceeds the rate of growth of our selling, general and administrative and research and development expenses.

	•	we have incurred net losses since our incorporation in 2001;
	•	the development of the market opportunity for IP-based communications solutions and related services may not develop as we anticipate;
	•	our solutions may fail to keep pace with technological developments and evolving industry standards;
	•	our dependence primarily upon one outside contract manufacturer to manufacture our products;
	•	our dependence on sole source and limited source suppliers for key components;
	•	the consequences of delays in the delivery of or lack of access to software or other intellectual property licensed from our suppliers;
	•	our ability to protect our intellectual property and our possible infringement of the intellectual property rights of third parties;
	•	our reliance on our channel partners for the majority of our sales;
	•	our solutions may contain design defects, errors, failures or “bugs”;

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	•	we face intense competition from several competitors;
	•	our reliance on strategic alliances;
	•	uncertainties arising from our foreign operations;
	•	the fluctuations in our quarterly and annual revenues and operating results; and
	•	the other factors described in the section entitled “Risk Factors” starting on page 8, and other information provided throughout this prospectus.

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Common shares offered by Mitel Networks Corporation		Shares
Common shares offered by the selling shareholders		Shares
Common shares to be outstanding following the offering		Shares
Use of Proceeds		We intend to use the net proceeds from this offering to fund working capital; to expand our selling, marketing and global support capabilities; to undertake research and development; and for general corporate purposes, which may include acquisitions. We will not receive any of the net proceeds from the sale of common shares by the selling shareholders. See “Use of Proceeds.”
Proposed Nasdaq Global Market Symbol		MITL
Proposed Toronto Stock Exchange Symbol		MIL

	•	19,108,106 common shares issuable upon the exercise of stock options outstanding under our stock option and equity incentive plans at a weighted average exercise price of $1.07 per share, as of September 30, 2006;
	•	5,380,197 additional common shares reserved for issuance under our stock option and equity incentive plans;
	•	37,174,887 common shares issuable upon the exercise of outstanding warrants held by Technology Partnerships Canada as of September 30, 2006, which are exercisable for common shares without the payment of any additional cash consideration;
	•	16,500,000 common shares issuable upon the exercise of outstanding warrants held by holders of our convertible notes at an exercise price calculated in accordance with a formula based on the market price of our common shares (see “Description of Convertible Notes — Noteholder Warrants”); and
	•	a number of common shares issuable upon the conversion of outstanding convertible notes determined by dividing the outstanding principal and accrued interest owing on each note by a conversion price calculated in accordance with a formula based on the market price of our common shares (see “Description of Convertible Notes — Convertible Notes”).

	•	assumes an initial public offering price of $    per common share;
	•	assumes conversion of all of our outstanding preferred shares into an aggregate of                      common shares, which will occur in connection with the completion of this offering;
	•	assumes the exercise of            warrants held by Wesley Clover into an aggregate of            common shares, which will occur in connection with the completion of this offering;

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	•	assumes the exercise of the warrants held by a financing agent and warrants issued in connection with our Class A Series 1 Convertible and Redeemable Preferred Shares (“Series A Preferred Shares”) into an aggregate of 6,000,000 common shares, which will occur in connection with the completion of this offering;
	•	assumes no exercise by the underwriters of their over-allotment option; and
	•	reflects, for all prior periods, a                     for                     reverse split of our common shares, which will occur prior to the completion of this offering.

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																		Six Days				Fiscal Year
		Fiscal Year Ended																Ended				Ended
		April 28,				April 27,				April 25,				April 24,				April 30,				April 30,
		2002				2003				2004				2005				2005				2006
		(in millions, except share and per share data)
Consolidated Statement of Operations Data
Revenues		$	358.0			$	352.2			$	340.7			$	342.2			$	3.2			$	387.1
Cost of revenues			215.5				225.4				202.9				213.2				2.4				225.7
Gross margin			142.5				126.8				137.8				129.0				0.8				161.4
Expenses
Research and development			59.1				41.2				36.2				41.4				0.7				44.1
Selling, general and administrative			141.9				114.9				111.4				114.9				1.8				120.7
Special charges(1)			7.4				13.7				11.7				10.6				—				5.7
Loss (gain) on disposal of assets			1.5				—				0.6				3.4				—				(2.4	)
Amortization of acquired intangibles(2)			43.8				29.1				0.2				—				—				—
Operating loss			(111.2	)			(72.1	)			(22.3	)			(41.3	)			(1.7	)			(6.7	)
Other (income) expense, net			3.4				0.9				8.0				7.5				(0.1	)			39.8
Income tax (recovery) expense			0.1				(2.9	)			0.3				0.8				—				(1.9	)
Net loss		$	(114.7	)		$	(70.1	)		$	(30.6	)		$	(49.6	)		$	(1.6	)		$	(44.6	)
Net loss per common share
Basic and diluted		$	(1.10	)		$	(0.63	)		$	(0.26	)		$	(0.49	)		$	(0.01	)		$	(0.44	)
Weighted average number of common shares outstanding			106,848,314				113,109,751				127,831,211				113,792,829				117,149,933				117,230,198
Non-GAAP Financial Measure
Net loss		$	(114.7	)		$	(70.1	)		$	(30.6	)		$	(49.6	)		$	(1.6	)		$	(44.6	)
Add back: fair value adjustment on derivatives			—				—				—				5.3				0.1				32.6
Adjusted net loss(3)		$	(114.7	)		$	(70.1	)		$	(30.6	)		$	(44.3	)		$	(1.5	)		$	(12.0	)

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		As at April 30, 2006
										Pro Forma
		Actual				Pro Forma				As Adjusted(4)
		(in millions)
Consolidated Balance Sheet Data
Cash and cash equivalents		$	35.7			$	42.2			$
Working capital			40.5				47.0
Total assets			199.8				206.3
Total debt including capital leases			52.8				52.8
Derivative instruments(5)			75.9				—
Total liabilities			304.2				228.3
Redeemable shares(6)			64.2				—				—
Total shareholders’ (deficit) equity			(168.6	)			(22.0	)

(1)	Special charges relate to restructuring activities, product line exit and other loss accruals undertaken to improve our operational efficiency and to realign our business.
(2)	Acquired intangible assets relating to the acquisition of the Mitel name, certain assets and subsidiaries from Zarlink Semiconductor Inc. in 2001 were fully amortized in 2004.
(3)	We define adjusted net loss as net loss excluding the change in the fair value of the derivative instruments. This definition may not be comparable to similarly titled measures reported by other companies. We are presenting adjusted net loss because we believe it provides a more complete understanding of our business than could be obtained without this disclosure, as it eliminates a non-cash charge that will be eliminated immediately following this offering. The change in the fair value in derivative instruments resulted from our issuance of convertible, redeemable preferred shares that give holders the right, at any time after five years, to require us to redeem these shares for cash. The requirement to redeem these shares on an as-if-converted-to-common share basis qualifies as an embedded derivative. The embedded derivative is being marked to market throughout the period to redemption with a non-cash charge being reflected in our Consolidated Statement of Operations. Adjusted net loss shows what our net income would have been without the effect of this non-cash charge. We believe that this is a useful measure to our investors as the convertible, redeemable preferred shares will automatically convert into common shares in connection with the closing of this offering with the result being the elimination of this non-cash charge in the future. The use of adjusted net loss has limitations and you should not consider adjusted net loss in isolation from or as an alternative to U.S. GAAP measures, such as net income or cash flow statement data that are prepared in accordance with U.S. GAAP, or as a measure of profitability or liquidity.
(4)	Assumes net proceeds to us from this offering of $         million. A $1.00 increase (decrease) in the assumed initial public offering price of $         per share would increase (decrease) pro forma as adjusted cash and cash equivalents, working capital, total assets and total shareholders’ (deficit) equity by $         million, (i) assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and (ii) after deducting estimated underwriting commissions and estimated offering expenses payable by us.
(5)	The derivative instruments relate to the Series A Preferred Shares and the Class B Series 1 Convertible and Redeemable Preferred Shares (“Series B Preferred Shares”). The derivative instruments arose because a portion of the redemption price of the Series A Preferred Shares and Series B Preferred Shares is indexed to our common share price and as required by SFAS 133 has been bifurcated and accounted for separately.
(6)	Redeemable shares include 10,000,000 common shares (which are redeemable by virtue of a shareholders agreement dated April 23, 2004, as amended, among certain of our shareholders and us), 20,000,000 Series A Preferred Shares and 67,789,300 Series B Preferred Shares. The right of the holder to require us to redeem the 10,000,000 common shares terminates upon the completion of this offering. The pro forma columns reflect the termination of this right.

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	•	the demand for IP-based communications solutions and services will grow as fast as we anticipate;
	•	continuing reductions in long-distance and local toll charges may adversely affect sales of certain of our solutions to customers focused on those cost savings;
	•	current or future competitors or new technologies will cause the market to evolve in a manner different than we expect;
	•	other technologies will become more accepted or standard in our industry; or
	•	we will be able to achieve a leadership or profitable position as this opportunity develops.

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	•	our contract manufacturers not being required to manufacture our products on a long-term basis in any specific quantity or at any specific price;
	•	our failure to effectively manage our contract manufacturer relationships;
	•	our contract manufacturers experiencing delays, disruptions or quality control problems in their manufacturing operations;
	•	lead-times for required materials and components varying significantly and being dependent on factors such as the specific supplier, contract terms and the demand for each component at a given time;
	•	overestimating our forecast requirements resulting in excess inventory and related carrying charges;
	•	underestimating our requirements, resulting in our contract manufacturers having inadequate materials and components required to produce our products, or overestimating our requirements, resulting in charges assessed by the contract manufacturers or liabilities for excess inventory, each of which could negatively affect our gross margins; and
	•	the possible absence of adequate capacity and reduced control over component availability, quality assurances, delivery schedules, manufacturing yields and costs.

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	•	political or social unrest or economic instability in a specific country or region;
	•	macroeconomic conditions adversely affecting geographies where we do business;
	•	higher costs of doing business in foreign countries;
	•	infringement claims on foreign patents, copyrights, or trademark rights;
	•	difficulties in managing operations across disparate geographic areas;
	•	difficulties associated with enforcing agreements and intellectual property rights through foreign legal systems;
	•	trade protection measures and other regulatory requirements which may affect our ability to import or export our products from or to various countries;
	•	adverse tax consequences;
	•	unexpected changes in legal and regulatory requirements;
	•	military conflict, terrorist activities, natural disasters and widespread medical epidemics; and

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	•	our ability to recruit and retain channel partners in foreign jurisdictions.

	•	the fact that an individual order or contract can represent a substantial amount of revenues for that period;
	•	the size, timing and shipment of individual orders;
	•	changes in pricing or discount levels by us or our competitors;
	•	foreign currency exchange rates;
	•	the mix of products sold by us;
	•	the timing of the announcement, introduction and delivery of new products and/or product enhancements by us and our competitors; and
	•	general economic conditions.

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	•	unanticipated costs and liabilities;
	•	difficulties in integrating new products, software, businesses, operations, and technology infrastructure in an efficient and effective manner;
	•	difficulties in maintaining customer relations;
	•	the potential loss of key employees of the acquired businesses;
	•	the diversion of the attention of our senior management from the operation of our daily business;
	•	the potential adverse effect on our cash position as a result of all or a portion of an acquisition purchase price being paid in cash;
	•	the potential issuance of securities that would dilute our shareholders’ percentage ownership; and

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	•	the inability to maintain uniform standards, controls, policies and procedures.

	•	our quarterly operating results;
	•	sales of our common shares by principal shareholders;
	•	future announcements concerning our or our competitors’ businesses;
	•	the failure of securities analysts to cover our company and/or changes in financial forecasts and recommendations by securities analysts;
	•	actions of our competitors;
	•	general market, economic and political conditions; and
	•	natural disasters, terrorist attacks and acts of war.

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	•	our ability to achieve profitability in the future;
	•	the development of the market opportunity for IP-based communications solutions and related services;
	•	technological developments and evolving industry standards;
	•	our dependence primarily upon one outside contract manufacturer to manufacture our products;
	•	our dependence on sole source and limited source suppliers for key components;
	•	delay in the delivery of, or lack of access to, software or other intellectual property licensed from our suppliers;
	•	our ability to protect our intellectual property and our possible infringement of the intellectual property rights of third parties;
	•	our reliance on our channel partners for the majority of our sales;
	•	our solutions may contain design defects, errors, failures or “bugs”;
	•	intense competition from our competitors;
	•	our reliance on strategic alliances;
	•	uncertainties arising from our foreign operations; and
	•	the fluctuations in our quarterly and annual revenues and operating results.

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																		Six Days				Fiscal Year
		Fiscal Year Ended																Ended				Ended
		April 28,				April 27,				April 28,				April 24,				April 30,				April 30,
		2002				2003				2004				2005				2005				2006
Rate at the end of period			0.6397				0.6880				0.7314				0.8102				0.7957				0.8926
Average rate during period			0.6382				0.6491				0.7436				0.7866				0.8016				0.8429
Highest rate during period			0.6622				0.6909				0.7880				0.8493				0.8083				0.8926
Lowest rate during period			0.6200				0.6264				0.6895				0.7158				0.7957				0.7872

	•	to fund working capital to assist us in implementing our growth strategy, particularly in targeting large enterprise customers who require their communications solutions suppliers to demonstrate adequate financial resources to address their communications needs on an ongoing basis;
	•	to expand our selling, marketing and global support capabilities through the development of direct marketing and brand awareness programs, the recruitment of new channel partners, the opening of new customer demonstration centers and the recruitment of further sales staff;
	•	to pursue research and development programs designed to expand our software applications and product portfolio and to enter into new, or expand our existing, strategic alliances and partnerships to further address the needs of our existing customers and to attract new customers; and
	•	for general corporate purposes, which may include acquisitions.

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	•	on an actual basis;
	•	on a pro forma basis to give effect to the conversion of all of our outstanding preferred shares into common shares, the exercise of the warrants held by a financing agent and the warrants issued in connection with our Series A Preferred Shares and the creation of a new class of preferred shares, issuable in series, all of which will occur prior to or in connection with the completion of this offering; and
	•	on a pro forma basis as adjusted to give effect to the receipt of approximately $           million in estimated net proceeds from this offering, after deducting estimated underwriting commissions and estimated offering expenses payable by us, and the application of these proceeds as described under “Use of Proceeds.”

				As at April 30, 2006
												Pro Forma
				Actual				Pro Forma				as Adjusted(8)
				(in millions)
Cash and cash equivalents				$	35.7			$	42.2
Total debt, including capital leases
	Convertible notes			$	48.7			$	48.7
	Capital leases				4.1				4.1
					52.8				52.8
Redeemable shares and derivative instruments
	Redeemable common shares(1)				18.7				—				—
	Series A Preferred Shares(2)				8.6				—				—
	Series B Preferred Shares(3)				36.9				—				—
	Derivative instruments(4)				75.9				—				—
					140.1				—				—
Shareholders’ deficiency
	Common shares(5)			$	188.8			$	285.1
	New preferred shares(6)				—				—
	Warrants(7)				47.9				46.8
	Deferred stock-based compensation				(0.1	)			(0.1	)
	Accumulated deficit				(355.5	)			(304.1	)
	Accumulated comprehensive loss				(49.7	)			(49.7	)
					(168.6	)			(22.0	)
		Total Capitalization		$	24.3			$	30.8

(1)	The holder of 10,000,000 common shares has the right to require us to redeem these common shares by virtue of a shareholders agreement dated April 23, 2004, as amended, among certain of our shareholders and us. This right terminates upon the completion of this offering.
(2)	Unlimited shares authorized, 20,000,000 issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted. The Series A Preferred Shares will be converted in accordance with their terms into common shares in connection with the completion of this offering.
(3)	Unlimited shares authorized, 67,789,300 issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted. The Series B Preferred Shares will be converted in accordance with their terms into common shares in connection with the completion of this offering.

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(4)	The derivative instruments arose because a portion of the redemption price of the Series A Preferred Shares and Series B Preferred Shares is indexed to our common share price and as required by SFAS 133 has been bifurcated and accounted for separately. The Series A Preferred Shares and the Series B Preferred Shares will be converted in accordance with their terms into common shares in connection with the completion of this offering. As a result of this conversion the derivative instruments balance will be reclassified into equity.
(5)	Unlimited shares authorized, 107,302,322 issued and outstanding, actual; unlimited shares authorized,                  shares issued and outstanding, pro forma; unlimited shares authorized,                  shares issued and outstanding, pro forma as adjusted.
(6)	No shares authorized, issued and outstanding, actual; unlimited shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted.
(7)	The average weighted exercise price of the warrants is $0.57.
(8)	A $1.00 increase (decrease) in the assumed initial public offering price of $         per share would increase (decrease) pro forma as adjusted cash and cash equivalents and total shareholders’ deficiency by $         million, (i) assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and (ii) after deducting estimated underwriting commissions and estimated offering expenses payable by us.

	•	20,668,538 common shares issuable upon the exercise of stock options outstanding under our stock option plan at a weighted average exercise price of $1.06 per share, as of April 30, 2006;
	•	4,234,331 additional common shares reserved for issuance under our stock option plan, as of April 30, 2006;
	•	35,785,410 common shares issuable upon the exercise of outstanding warrants by Technology Partnerships Canada as of April 30, 2006, which are exercisable for common shares without the payment of any additional cash consideration;
	•	16,500,000 common shares issuable upon the exercise of outstanding warrants held by holders of the convertible notes at an exercise price calculated in accordance with a formula based on the market price of our common shares (see “Description of Convertible Notes — Noteholder Warrants”); and
	•	a number of common shares issuable upon the conversion of outstanding convertible notes determined by dividing the outstanding principal and accrued interest owing on each note by a conversion price calculated in accordance with a formula based on the market price of our common shares (see “Description of Convertible Notes — Convertible Notes”).

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Assumed initial public offering price per common share			$
	Pro forma net tangible book value per share as of April 30, 2006		$
	Increase in pro forma net tangible book value per share attributable to new investors in this offering
	Pro forma as adjusted net tangible book value as of April 30, 2006 after giving effect to this offering
Dilution in pro forma net tangible book value per share to new investors in this offering			$

	•	the total number of common shares owned by existing shareholders and to be owned by new investors purchasing common shares in this offering;
	•	the total consideration paid by our existing shareholders and to be paid by new investors purchasing common shares in this offering; and

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	•	the average price per common share paid by existing shareholders and to be paid by new investors purchasing common shares in this offering:

	•	20,668,538 common shares issuable upon the exercise of stock options outstanding under our stock option plan at a weighted average exercise price of $1.06 per share, as of April 30, 2006;
	•	4,234,331 additional common shares reserved for issuance under our stock option plan, as of April 30, 2006;
	•	35,785,410 common shares issuable upon the exercise of outstanding warrants by Technology Partnerships Canada as of April 30, 2006, which are exercisable for common shares without the payment of any additional cash consideration;
	•	16,500,000 common shares issuable upon the exercise of outstanding warrants held by holders of the convertible notes at the minimum exercise price of           . The actual exercise price will be calculated in accordance with a formula based on the market price of our common shares (see “Description of Convertible Notes — Noteholder Warrants”);
	•	common shares issuable upon the conversion of outstanding convertible notes at the minimum conversion price of           . The actual conversion price will be determined by dividing the outstanding principal and accrued interest owing on each note by a conversion price calculated in accordance with a formula based on the market price of our common shares (see “Description of Convertible Notes — Convertible Notes”); and

	•	common shares issuable upon the exercise of outstanding warrants held by Wesley Clover.

			Common Shares
			Purchased								Total Consideration								Average Price
																			Per Common
			Number				Percent				Amount				Percent				Share
Existing shareholders									%		$						%		$
New investors
	Total							100	%		$					100	%

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																			Six Days				Fiscal Year
			Fiscal Year Ended																Ended				Ended
			April 28,				April 27,				April 25,				April 24,				April 30,				April 30,
			2002				2003				2004				2005				2005				2006
			(in millions, except share and per share data)
Consolidated Statement of Operations Data
Revenues			$	358.0			$	352.2			$	340.7			$	342.2			$	3.2			$	387.1
Cost of revenues				215.5				225.4				202.9				213.2				2.4				225.7
Gross margin				142.5				126.8				137.8				129.0				0.8				161.4
Expenses
Research and development				59.1				41.2				36.2				41.4				0.7				44.1
Selling, general and administrative				141.9				114.9				111.4				114.9				1.8				120.7
Special charges(1)				7.4				13.7				11.7				10.6				—				5.7
Loss (gain) on disposal of assets				1.5				—				0.6				3.4				—				(2.4	)
Amortization of acquired intangibles(2)				43.8				29.1				0.2				—				—				—
Operating loss				(111.2	)			(72.1	)			(22.3	)			(41.3	)			(1.7	)			(6.7	)
Other (income) expense, net				3.4				0.9				8.0				7.5				(0.1	)			39.8
Income tax (recovery) expense				0.1				(2.9	)			0.3				0.8				—				(1.9	)
Net loss			$	(114.7	)		$	(70.1	)		$	(30.6	)		$	(49.6	)		$	(1.6	)		$	(44.6	)
Net loss per common share
	Basic and diluted		$	(1.10	)		$	(0.63	)		$	(0.26	)		$	(0.49	)		$	(0.01	)		$	(0.44	)
Weighted average number of common shares outstanding				106,848,314				113,109,751				127,831,211				113,792,829				117,149,933				117,230,198

(1)	Special charges relate to restructuring activities, product line exit and other loss accruals undertaken to improve our operational efficiency and to realign our business.
(2)	Acquired intangible assets relating to the acquisition of the Mitel name, certain assets and subsidiaries from Zarlink Semiconductor Inc. in 2001 were fully amortized in 2004.

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		As at				As at				As at				As at				As at				As at
		April 28,				April 27,				April 25,				April 24,				April 30,				April 30,
		2002				2003				2004				2005				2005				2006
		(in millions)
Consolidated Balance Sheet Data
Cash and cash equivalents		$	3.6			$	22.3			$	26.7			$	9.7			$	46.6			$	35.7
Other current assets			132.4				120.6				115.0				117.5				115.8				130.8
Property and equipment			29.7				25.3				20.3				20.9				20.6				17.4
Other assets			42.4				7.3				7.4				8.5				12.3				15.9
Total assets		$	208.1			$	175.5			$	169.4			$	156.6			$	195.3			$	199.8
Current liabilities		$	138.9			$	135.8			$	103.2			$	115.8			$	101.9			$	126.0
Long-term debt			15.1				23.1				15.5				20.2				66.7				56.7
Derivative instruments(3)			—				—				29.2				38.0				37.4				75.9
Other long-term liabilities			6.6				24.6				24.8				25.4				25.1				45.6
Redeemable shares(4)			27.9				29.0				51.3				57.2				57.3				64.2
Capital stock			167.5				183.4				184.8				187.6				187.6				188.8
Other capital accounts			(0.9	)			(2.2	)			7.7				14.7				23.3				(1.9	)
Accumulated deficit			(147.0	)			(218.2	)			(247.1	)			(302.3	)			(304.0	)			(355.5	)
Total liabilities and shareholders’ equity		$	208.1			$	175.5			$	169.4			$	156.6			$	195.3			$	199.8

(3)	The derivative instruments arose as a portion of the redemption price of the Series A Preferred Shares and Series B Preferred Shares is indexed to our common share price and as required by SFAS 133 has been bifurcated and accounted for separately.
(4)	Redeemable shares include 10,000,000 common shares (which are redeemable by virtue of a shareholders agreement dated April 23, 2004, as amended, among certain of our shareholders and us), 20,000,000 Series A Preferred Shares and 67,789,300 Series B Preferred Shares.

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		Fiscal
		2005								2006								Change
						% of								% of
		Amounts				Revenues				Amounts				Revenues				Amount				%
		(in millions, except percentages)
Revenues		$	342.2				100.0	%		$	387.1				100.0	%		$	44.9				13.1	%
Cost of revenues			213.2				62.3				225.7				58.3				12.5				5.9
Gross margin			129.0				37.7				161.4				41.7				32.4				25.1
Research and development			41.4				12.1				44.1				11.4				2.7				6.5
Selling, general and administrative			114.9				33.6				120.7				31.1				5.8				5.0
Special charges(1)			10.6				3.1				5.7				1.5				(4.9	)			(46.2	)
Loss (gain) on sale of manufacturing operations			3.4				1.0				(0.9	)			(0.2	)			(4.3	)			*
Gain on sale of assets			—				—				(1.5	)			(0.4	)			(1.5	)			*
Operating loss			(41.3	)			(12.1	)			(6.7	)			(1.7	)			34.6				*
Interest expense			2.6				0.8				7.6				2.0				5.0				192.3
Mark-to-market adjustment on derivatives			5.3				1.5				32.6				8.4				27.3				515.1
Other (income) expense, net			(0.4	)			(0.1	)			(0.4	)			(0.1	)			—				*
Income tax expense			0.8				0.2				(1.9	)			(0.5	)			(2.7	)			*
Net loss		$	(49.6	)			(14.5	)%		$	(44.6	)			(11.5	)%		$	5.0				(10.1	)%

(1)	Special charges relate to restructuring activities, product line exit and other loss accruals undertaken to improve our operational efficiency and realign our business.

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	•	the United States;
	•	Europe, Middle East & Africa (EMEA);
	•	Canada and Caribbean & Latin America (CALA); and
	•	Asia-Pacific.

		Fiscal
		2005								2006								Change
						% of								% of
		Revenues				Revenues				Revenues				Revenues				Amount				%
		(in millions, except percentages)
United States		$	153.5				44.9	%		$	178.5				46.1	%		$	25.0				16.3	%
EMEA			145.5				42.5				156.3				40.4				10.8				7.4
Canada and CALA			37.2				10.8				43.6				11.3				6.4				17.2
Asia-Pacific			6.0				1.8				8.7				2.2				2.7				45.0
		$	342.2				100.0	%		$	387.1				100.0	%		$	44.9				13.1	%

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			Fiscal
			2005								2006								Change
							% of								% of
			Revenues				Revenues				Revenues				Revenues				Amount				%
			(in millions, except percentages)
Products:
	Platforms and desktop devices		$	165.1				48.2	%		$	204.3				52.8	%		$	39.2				23.7	%
	Software applications			23.5				6.9				34.2				8.8				10.7				45.5
	Other(1)			19.1				5.6				22.0				5.7				2.9				15.2
				207.7				60.7				260.5				67.3				52.8				25.4
Services:
	Maintenance and support			85.3				24.9				80.9				20.9				(4.4	)			(5.2	)
	Installation			22.1				6.5				24.6				6.3				2.5				11.3
	Managed services			10.9				3.2				9.2				2.4				(1.7	)			(15.6	)
	Professional and other services			16.2				4.7				11.9				3.0				(4.3	)			(26.5	)
				134.5				39.3				126.6				32.7				(7.9	)			(5.9	)
			$	342.2				100.0	%		$	387.1				100.0	%		$	44.9				13.1	%

(1)	Other products include mainly OEM products representing approximately 5.5% of total revenues in both the fiscal year ended April 24, 2005 and the fiscal year ended April 30, 2006.

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			Fiscal
			2005								2006
							% of								% of
			Amount				Revenues				Amount				Revenues
			(in millions, except percentages)
Products
	Revenues		$	207.7				100.0	%		$	260.5				100.0	%
	Gross Margin			75.7				36.4	%			111.4				42.8	%
Services
	Revenues		$	134.5				100.0	%		$	126.6				100.0	%
	Gross Margin			53.3				39.6	%			50.0				39.5	%
Total
	Revenues		$	342.2				100.0	%		$	387.1				100.0	%
	Gross Margin			129.0				37.7	%			161.4				41.7	%

	•	a 1.3% improvement as a result of (i) a shift in communication platform sales mix whereby total communication platform sales contained a higher proportion of higher margin large enterprise business platforms in fiscal 2006 versus fiscal 2005; (ii) an improved mix of software applications

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		revenues as a total of product revenues as software applications typically generate higher margins than either communication platforms and desktop appliances or other product revenues; and (iii) cost reductions on communications platforms and desktop appliances resulting from product re-design efforts and improved costs from electronic contract manufacturers; and
	•	a 0.4% improvement as a result of lower inventory obsolescence provisions recorded in fiscal 2006 compared to fiscal 2005 due to the end of life of our Mitel 3100 ICP product in the third quarter of fiscal 2005.

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		Fiscal																								Six days Ended
		2004								2005								Change								April 30, 2005
						% of								% of																% of
		Amounts				Revenues				Amounts				Revenues				Amount				%				Amounts				Revenues
		(in millions, except percentages)
Revenues		$	340.7				100.0	%		$	342.2				100.0	%		$	1.5				0.4	%		$	3.2				100.0	%
Cost of revenues			202.9				59.6				213.2				62.3				10.3				5.1				2.4				75.0
Gross margin			137.8				40.4				129.0				37.7				(8.8	)			(6.4	)			0.8				25.0
Research and development			36.2				10.6				41.4				12.1				5.2				14.4				0.7				21.9
Selling, general and administrative			111.4				32.7				114.9				33.6				3.5				3.1				1.8				56.3
Special charges(1)			11.7				3.4				10.6				3.1				(1.1	)			(9.4	)			—				—
Loss on sale of manufacturing operations			0.6				0.2				3.4				1.0				2.8				466.7				—				—
Amortization of acquired intangibles (2)			0.2				0.1				—				—				(0.2	)			*				—				—
Operating loss			(22.3	)			(6.6	)			(41.3	)			(12.1	)			(19.0	)			85.2				(1.7	)			(53.2	)
Interest expense			4.3				1.3				2.6				0.8				(1.7	)			(39.5	)			—				0.0
Mark to market adjustment on derivatives			—				—				5.3				1.5				5.3				*				0.1				3.1
Beneficial conversion feature on convertible debentures			3.1				0.9				—				—				(3.1	)			*				—				—
Other (income) expense, net			0.6				0.2				(0.4	)			(0.1	)			(1.0	)			*				(0.2	)			(6.3	)
Income tax (recovery) expense			0.3				0.1				0.8				0.2				0.5				166.7				—				0.0
Net loss		$	(30.6	)			(9.1	)%		$	(49.6	)			(14.5	)%		$	(19.0	)			62.1	%		$	(1.6	)			(50.0	)%

(1)	Special charges relate to restructuring activities, product line exit and other loss accruals undertaken to improve our operational efficiency and realign our business.
(2)	Acquired intangible assets relating to the acquisition of the Mitel name, certain assets and subsidiaries from Zarlink in 2001 were fully amortized in 2004.

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		Fiscal																								Six days Ended
		2004								2005								Change								April 30, 2005
						% of								% of																% of
		Revenues				Revenues				Revenues				Revenues				Amount				%				Revenues				Revenues
		(in millions, except percentages)
United States		$	161.4				47.4	%		$	153.5				44.9	%		$	(7.9	)			(4.9	)%		$	1.8				56.3	%
EMEA			140.5				41.2				145.5				42.5				5.0				3.6				1.0				31.2
Canada and CALA			33.4				9.8				37.2				10.8				3.8				11.4				0.4				12.5
Asia Pacific			5.4				1.6				6.0				1.8				0.6				11.1				—				—
		$	340.7				100.0	%		$	342.2				100.0	%		$	1.5				0.4%			$	3.2				100.0	%

			Fiscal																								Six days Ended
			2004								2005								Change								April 30, 2005
							% of								% of																% of
			Revenues				Revenues				Revenues				Revenues				Amount				%				Revenues				Revenues
			(in millions, except percentages)
Products:
	Platforms and desktop appliances		$	168.1				49.3	%		$	165.1				48.2	%		$	(3.0	)			(1.8	)%		$	1.3				40.6	%
	Software applications			23.9				7.0				23.5				6.9				(0.4	)			(1.7	)			0.3				9.4
	Other(1)			15.1				4.5				19.1				5.6				4.0				26.5				0.1				3.1
				207.1				60.8				207.7				60.7				0.6				0.3				1.7				53.1
Services:
	Maintenance and support			95.4				28.0				85.3				24.9				(10.1	)			(10.6	)			1.2				37.5
	Installation			15.8				4.6				22.1				6.5				6.3				39.9				0.1				3.1
	Managed Services			10.6				3.1				10.9				3.2				0.3				2.8				0.2				6.3
	Professional and other services			11.8				3.5				16.2				4.7				4.4				37.3				—				—
				133.6				39.2				134.5				39.3				0.9				0.7				1.5				46.9
			$	340.7				100.0	%		$	342.2				100.0	%		$	1.5				0.4%			$	3.2				100.0	%

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(1)	Other products include mainly OEM products representing approximately four percent, six percent and three percent of total revenue in fiscal 2004, fiscal 2005, and the Transition Period, respectively.

			Fiscal																Six days Ended
			2004								2005								April 30, 2005
							% of								% of								% of
			Amount				Revenues				Amount				Revenues				Amount				Revenues
			(in millions, except percentages)
Products
	Revenues		$	207.1				100.0	%		$	207.7				100.0	%		$	1.7				100.0	%
	Gross Margin			81.4				39.3				75.8				36.5				0.1				5.9
Services
	Revenues		$	133.6				100.0	%		$	134.5				100.0	%		$	1.5				100.0	%
	Gross Margin			56.4				42.2				53.2				39.6				0.7				46.7
Total
	Revenues		$	340.7				100.0	%		$	342.2				100.0	%		$	3.2				100.0	%
	Gross Margin			137.8				40.4				129.0				37.7				0.8				25.0

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	•	a 1.5% decline as a result of increased freight and distribution costs in fiscal 2005 compared to fiscal 2004;
	•	a 1.0% decline as a result of (i) a shift in our communication platform sales mix whereby total communication platform sales contained a higher proportion of lower margin small and medium business platforms in fiscal 2005 compared to fiscal 2004; and (ii) increased price competition on desktop devices resulted in price reductions which contributed in reducing overall desktop device margins; and
	•	a 0.3% decline as a result of higher inventory obsolescence provisions recorded in fiscal 2005 compared to fiscal 2004 due primarily to the end of life of our Mitel 3100 ICP product.

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		Quarter Ended(1)
		Jul. 25,				Oct. 24,				Jan. 23,				Apr. 24,				Jul. 31,				Oct. 31,				Jan. 31,				Apr. 30,
		2004				2004				2005				2005				2005				2005				2006				2006
		(in millions, except share and per share data, unaudited)
Revenues		$	82.4			$	84.1			$	84.6			$	91.1			$	91.7			$	95.9			$	97.6			$	101.9
Cost of revenues			49.0				52.5				55.2				56.5				53.8				56.0				55.7				60.2
Gross margin			33.4				31.6				29.4				34.6				37.9				39.9				41.9				41.7
Research and development			9.9				9.9				10.6				11.0				10.8				10.5				11.7				11.1
Selling, general and administrative			29.3				26.9				29.0				29.7				29.3				28.7				30.1				32.6
Special charges(2)			1.9				0.5				4.7				3.5				1.8				1.5				0.9				1.5
Loss (gain) on sale of manufacturing operations			—				—				—				3.4				—				—				(0.7	)			(0.2	)
Gain on sale of assets			—				—				—				—				—				(1.5	)			—				—
Operating income (loss)			(7.7	)			(5.7	)			(14.9	)			(13.0	)			(4.0	)			0.7				(0.1	)			(3.3	)
Other (income) expense, net			1.9				1.4				1.8				2.4				3.8				2.8				9.4				23.8
Income tax (recovery) expense			0.2				0.2				0.2				0.2				0.5				1.5				0.5				(4.4	)
Net loss		$	(9.8	)		$	(7.3	)		$	(16.9	)		$	(15.6	)		$	(8.3	)		$	(3.6	)		$	(10.0	)		$	(22.7	)
Net loss per common share
Basic and diluted		$	(0.10	)		$	(0.08	)		$	(0.16	)		$	(0.15	)		$	(0.08	)		$	(0.05	)		$	(0.10	)		$	(0.21	)
Weighted average number of common shares outstanding (in millions)			111.7				111.7				114.6				117.2				117.1				117.3				117.2				117.3
Non-GAAP Financial Measure
Net loss		$	(9.8	)		$	(7.3	)		$	(16.9	)		$	(15.6	)		$	(8.3	)		$	(3.6	)		$	(10.0	)		$	(22.7	)
Add back: fair value adjustment on derivatives			1.3				1.2				1.4				1.4				1.5				1.6				8.6				20.9
Adjusted net loss(3)		$	(8.5	)		$	(6.1	)		$	(15.5	)		$	(14.2	)		$	(6.8	)		$	(2.0	)		$	(1.4	)		$	(1.8	)

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(1)	Quarterly Results of Operations excludes the Transition Period as the results for this period are not comparable. Results of Operations for the Transition Period are included in the April 30, 2005 audited financial statements.
(2)	Special charges relate to restructuring activities, product line exit and other loss accruals undertaken to improve our operational efficiency and realign our business.

(3)

We define adjusted net loss as net loss excluding the change in the fair value of the derivative instruments. This definition may not be comparable to similarly titled measures reported by other companies. We are presenting adjusted net loss because we believe it provides a more complete understanding of our business than could be obtained without this disclosure, as it eliminates a non-cash charge that will be eliminated immediately following this offering. The change in the fair value in derivative instruments resulted from our issuance of convertible, redeemable preferred shares that give holders the right, at any time after five years, to require us to redeem these shares for cash. The requirement to redeem these shares on an as-if-converted-to-common share basis qualifies as an embedded derivative. The embedded derivative is being marked to market throughout the period to redemption with a non-cash charge being reflected in our Consolidated Statement of Operations. Adjusted net loss shows what our net income would have been without the effect of this non-cash charge. We believe that this is a useful measure to our investors as the convertible redeemable preferred shares will automatically convert into common shares in connection with the closing of this offering with the result being the elimination of this non-cash charge in the future. The use of adjusted net loss has limitations and you should not consider adjusted net loss in isolation from or as an alternative to U.S. GAAP measures, such as net income or cash flow statement data that are prepared in accordance with U.S. GAAP, or as a measure of profitability or liquidity.

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	Comparison of fiscal 2006 to fiscal 2005

			Fiscal
			2005				2006				Change
			(in millions)
Net cash provided by (used in)
	Operating activities		$	(31.8	)		$	(2.3	)		$	29.5
	Investing activities			(5.8	)			3.7				9.5
	Financing activities			20.1				(11.7	)			(31.8	)
Effect of exchange rate changes on cash and cash equivalents				0.5				(0.6	)			(1.1	)
Increase (decrease) in cash and cash equivalents			$	(17.0	)		$	(10.9	)		$	6.1
Cash and cash equivalents, end of period			$	9.7			$	35.7			$	26.0

	Cash Used in Operating Activities:

	Cash Provided by (Used in) Investing Activities:

	•	$12.4 million in proceeds resulting from the sale of our Caldicot property in August 2005; and
	•	$2.8 million in net proceeds resulting from net foreign exchange gain on our hedging activities.

	•	$4.3 million increase in additions to capital; and
	•	$1.4 million increase in restricted cash.

	Cash Provided by (Used in) Financing Activities:

	•	the repayment of $9.8 million owed on our mortgage of the Caldicot property following its sale in August 2005;
	•	the $12.4 million proceeds received upon the issuance of warrants to Technology Partnerships Canada in fiscal 2005 pursuant to research and development funding received from Technology Partnerships Canada; and
	•	cash provided by bank indebtedness was $8.2 million less in fiscal 2006 compared to fiscal 2005.

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															Six Days
			Fiscal												Ended
											2005				April 30,
			2004				2005				Change				2005
			(in millions)
Net cash provided by (used in)
	Operating activities		$	10.8			$	(31.8	)		$	(42.6	)		$	(1.2	)
	Investing activities			(6.3	)			(5.8	)			0.5				(1.1	)
	Financing activities			(2.0	)			20.1				22.1				39.3
Effect of exchange rate changes on cash and cash equivalents				1.9				0.5				(1.4	)			(0.1	)
Increase (decrease) in cash and cash equivalents			$	4.4			$	(17.0	)		$	(21.4	)		$	36.9
Cash and cash equivalents, end of period			$	26.7			$	9.7			$	(17.0	)		$	46.6

	Cash Provided by (Used in) Operating Activities:

	Cash Used in Investing Activities:

	Cash Provided by (Used in) Financing Activities:

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		Payments Due by Period
						Less than												After
Contractual Obligations		Total				1 Year				1-3 Years				4-5 Years				5 Years
		(in millions)
Long-term debt obligations(1)		$	—			$	—			$	—			$	—			$	—
Capital lease obligations(1)			4.5				1.8				2.7				—				—
Operating lease obligations(2)			73.7				15.6				27.5				21.4				9.2
Purchase obligations(3)			—				—				—				—				—
Defined benefit pension plan contributions(4)			2.9				2.9				—				—				—
Convertible notes(5)			73.5				5.0				12.8				55.7				—
Total contractual cash obligations		$	154.6			$	25.3			$	43.0			$	77.1			$	9.2

(1)	Represents the principal and interest payments for the loans. Interest on these loans ranges from 1.3% to 11.8%, as described in our consolidated financial statements.
(2)	Operating lease obligations exclude payments to be received by us under sublease arrangements.
(3)	Represents primarily our obligation to acquire capital equipment from BreconRidge pursuant to the supply agreement between us and BreconRidge dated August 31, 2001.
(4)	Represents the estimated contribution to our defined benefit pension plan over the next twelve months. Due to the increase of $15.0 million in the unfunded pension liability during fiscal 2006, we expect our funding requirements to increase in future years. The amount of the increase will depend upon the time period in which the deficit is amortized. If the deficit is amortized over 15 years, which is our current practice, we would expect our annual funding requirements to increase by approximately $2.5 million. If the deficit is amortized over 10 years, we would expect our annual funding requirements to increase by approximately $4.5 million.
(5)	Represents the principal balance on maturity of the convertible notes and an estimate of the variable interest payable on the convertible notes. The interest is based on a spread over LIBOR of 500 basis points prior to an initial public offering and 250 basis points subsequent to an initial public offering. For the purposes estimating the variable interest, LIBOR has been assumed to be 5%.

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	Revenue Recognition:

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	Allowance for Doubtful Accounts:

	Inventory Obsolescence:

		April 24,				April 30,				April 30,
		2005				2005				2006
Raw materials		$	0.9			$	0.9			$	0.9
Finished goods			17.8				18.1				25.2
			18.7				19.0				26.1
Less: inventory write-down			(1.6	)			(1.6	)			(2.5	)
		$	17.1			$	17.4			$	23.6
			9%				8%				10%

	Warranty Provision:

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		April 25,				April 24,				April 30,
		2004				2005				2006
Balance, beginning of period		$	1.9			$	2.1			$	2.6
Warranty costs incurred			(0.7	)			(1.0	)			(1.8	)
Warranties issued			0.4				1.0				1.0
Other			0.5				0.5				0.2
Balance, end of period		$	2.1			$	2.6			$	2.0

	Goodwill:

	Special Charges:

	Lease Termination Obligations:

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	Deferred Taxes:

	Pension Costs:

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		April 25,				April 24,				April 30,
		2004				2005				2006
Discount rate			5.50%				5.50%				5.00%
Compensation increase rate			2.50%				2.50%				2.75%
Investment returns assumption			7.75%				7.75%				7.25%
Inflation rate			2.50%				2.50%				2.75%
Average remaining service life of employees			20 years				20 years				21 years

	Derivative Instruments:

	•	The discount rate is determined based on several factors including our credit risk, cost of borrowing and liquidity risk. The original discount rate of 17% when the redeemable preferred shares were issued took these factors into consideration with credit risk to maturity being primarily considered in setting the rate above our cost of borrowing which would have been attainable at rates lower than 17%. We evaluate the appropriateness of the discount rate on a regular basis. As of April 30, 2006, we believed that the rate of 17% continued to be appropriate. The basis for this opinion was that while the credit risk may have decreased due to the reduced term to maturity and improved financial results, we did not have access to unsecured credit facilities and as a result there might have been an offsetting increased liquidity risk. In addition, at April 30, 2006 there was an additional impending liquidity risk of the put options on the common shares being exercised if we did not complete an initial public offering by September 1, 2006 (subsequent to April 30, 2006 this date was extended to May 1, 2007).
	•	The fair value of the common shares at the time the redeemable preferred shares were issued in April 2004 was determined to be $0.87 (C$1.00). The fair value of the shares used in the calculation of the fair value of the derivative at April 30, 2006 was $1.38 (C$1.55). The $1.38 (C$1.55) value of the common shares is discussed in the section “Determination of Fair Market Value of our Common Shares.”

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	•	At any time after five years, our preferred shareholders have the right to require us to redeem the shares. Since the shares were issued in April 2004, there were three years remaining as at April 30, 2006.

		Effect on Loss
		before income taxes
Change in Assumption		(Increase)/Decrease
		(in millions)
1 percentage point increase in discount rate		$	1.9
1 percentage point decrease in discount rate			(2.0	)
1 cent increase in fair value of common share price			(0.5	)
1 cent decrease in fair value of common share price			0.5

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	FIN 48

	SFAS 157

	SFAS 158

	SAB 108

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	•	the reduction or elimination of long distance and local toll charges;
	•	lower network maintenance expenses since physical moves, additions and changes can be handled centrally in an IP-based network;

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	•	decreased network management staff requirements since both voice and data communications are carried on a single network; and
	•	lower cabling costs in new building construction since the same cable carries both voice and data communications.

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	•	Continue to expand our market focus through our highly scalable solutions. We have established a leading position in the small and medium-sized business market. We continue to expand our market focus beyond small and medium-sized businesses by building on and replicating this success in the large enterprise market given the ability of our solutions to scale up to 65,000 users in a single network configuration. In order to target large enterprise customers, we intend to continue to invest in our brand awareness and to use our sales force and service organization to complement our channel partners’ capabilities and enable us to fully address the complex requirements of these larger organizations.
	•	Increase our focus on software applications. Our packaged software applications have become key components of our IP-based communications solutions and differentiate us from many of our competitors. These software applications can be sold either as stand-alone products or as part of an overall solution. As a result, we are able to focus our sales and marketing activities on addressing the complete needs of a customer, to propose a specific application for a particular purpose or a combination of both. These applications provide recurring revenues from license and maintenance fees. To enhance and differentiate our solutions we expect to continue to increase our research and development focus on software applications, such as fixed-mobile convergence (which allows for the pairing of mobile wireless telephones and office extensions), presence functionality (which, through the use of an icon, indicates the status and availability of an individual on any network) and our messaging products.
	•	Provide a gradual migration path to IP for our customers and those of our competitors. Our IP-based solutions are designed for interoperability with our legacy systems and we will continue to offer our customers, and our competitors’ customers, a seamless and gradual migration path from their legacy voice systems to our converged voice, video and data communications solutions. We intend to continue to offer innovative, high quality products to help our customers transition to a converged IP-based communications system at their own pace.
	•	Expand our geographic presence and distribution capabilities. We are strategically expanding our geographic presence to position ourselves for the growing global demand for IP-based communications solutions. We currently have offices in 17 countries and more than 1,400 channel partners operating in over 90 countries. Our near-term focus is to build upon our current geographic presence, particularly in North America where we have recently invested in new customer demonstration facilities, secured a major new distributor and recruited a number of senior industry sales executives. We will also consider expansion into emerging growth markets on a case-by-case basis, particularly where our customer opportunities justify the establishment of a local presence.
	•	Broaden and deepen our strategic partnerships and alliances. Our customers require solutions that are cost effective, specific to their industry and that can provide them with a competitive

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		advantage. We intend to continue to attract and recruit new strategic partners and to establish new strategic alliances to provide us with access to customer relationships, to cost effectively provide opportunities in new target markets, to enhance our brand recognition and to strengthen our solutions by adding new features and functionality.
	•	Continue to leverage our operating model. Our operating model creates two opportunities for leverage. The first opportunity is to increase our gross margins. We believe that with the strength of our software applications portfolio, our business will continue to evolve towards a higher proportion of software license and maintenance revenues with correspondingly higher margins. We believe that our software licensing process will facilitate this transition because it is sophisticated, yet simple for our channel partners to use. We also intend to increase our gross margins with a continued focus on product cost reduction through design changes, strategic supplier management and innovative distribution strategies. The second opportunity for leverage is the potential to grow our revenues at a pace that exceeds the rate of growth of our selling, general and administrative and research and development expenses. We believe this is possible due largely to the benefits of scale that we expect to leverage in our operating model.

	•	Mitel 3300 IP Communications Platform (ICP): Rated Best IP-PBX Value, Mid-Size systems by Miercom (2005)
	•	Mitel SX-200 IP Communications Platform (ICP): Rated “Best in Test” by Miercom (2005)
	•	Mitel Your Assistant: Communications Convergence, Visions of Convergence, Product of the Year (2004)
	•	Mitel Navigator: Internet Telephony Product of the Year (2005); and Frost & Sullivan Award for Technology Innovation (2006)
	•	Mitel Customer Interaction Solutions/ Mitel Contact Center Solutions: Customer Value Enhancement Award Contact Center Industry (2004); Customer Interaction Solutions IP Contact Center Technology Pioneer Award (2005); and TMC Labs Innovation Award (2005)
	•	Mitel Messaging Server: Internet Telephony Product of the Year (2005)

	•	The Mitel 3300 IP Communications Platform (“ICP”). The Mitel 3300 ICP, the cornerstone of our IP-based communications product portfolio, is a converged communications platform that supports our suite of advanced call processing and related applications and IP-enabled desktop

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		devices. Our call processing software supports over 500 networking and end user features and is available in up to 10 languages. The Mitel 3300 ICP has the flexibility to operate as either a single site, distributed or hosted solution and interoperates with a customer’s legacy infrastructure. The Mitel 3300 ICP is scalable to serve the needs of small and medium businesses with as few as 10 users, and large enterprises with as many as 65,000 users.

	•	The Mitel 3300 ICP also acts as an applications and services gateway, allowing customers access to advanced applications such as messaging, mobility and teleworking. With the Mitel Live Business Gateway attributes enabled, the applications and services gateway provides connectivity to Microsoft’s Live Communications Server for our solutions and the legacy infrastructure of competitors. The applications and services gateway uses open industry standards to interoperate with our and third party business applications and devices.
	•	For customers with branch offices, we offer the ability to either implement a Mitel 3300 ICP at each location or allow users at a remote site to receive a hosted service from a Mitel 3300 ICP situated elsewhere in the network (or a combination of both options). Those customers using a hosted model have access to the same software applications and services as those situated at the office where the Mitel 3300 ICP physically resides. The Mitel 3300 ICP can also be implemented as a survivable gateway at a branch office such that if the network to the office from which they

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		are being hosted becomes unavailable, then the local Mitel 3300 ICP will provide the same services seamlessly until the network connection is restored. We are able to distribute the features, software applications and services normally only available at larger corporate offices to any part of the network, addressing the communications challenges facing organizations with decentralized operations and personnel. This approach also provides alternative network configurations for customers concerned with disaster recovery and business continuity.
	•	Mitel Enterprise Manager. Our enterprise management applications allow our customers to control their network of Mitel 3300 ICPs and associated applications and devices. These applications allow our customers to monitor and control telecommunication spending as well as network monitoring, alarm handling and troubleshooting. Our enterprise management applications include the following:

	•	Enterprise Manager. The Enterprise Manager suite provides a single management interface to monitor and manage all of the activities of the Mitel 3300 ICP and perform day-to-day management tasks helping control costs by delivering simplified PC-based administration.
	•	Remote Management. The Remote Management suite allows the maintainer to access network and system information and resolve issues remotely.
	•	Integrated Management Applications. The Integrated Management Applications suite provides the ability to analyze the IP network’s capability to support IP communications. Voice quality metrics and diagnostics can be used to test the network capabilities and to help troubleshoot potential issues.
	•	Technology Interfaces. Recognizing that some customers may have specialized requirements beyond our packaged software products, we offer a wide range of technology interfaces for specific enhancements. Open interfaces allow integration to third party management solutions, such as those from Microsoft and Hewlett Packard.

	•	Mitel SX-200 ICP. The Mitel SX-200 ICP specifically addresses the North American market and provides the features required by the smaller business market and the hospitality industry. The Mitel SX-200 ICP targets organizations with up to 600 users either at a single location or in multiple locations and it supports networking and interoperability with legacy Mitel SX-200 systems.
	•	Mitel 3600 Hosted IP Key System. The Mitel 3600 Hosted IP Key System is designed for businesses with fewer than 20 employees. This product is sold through service providers or channel partners who wish to offer a hosted solution and eliminate the need for the platform to be located and managed at the end-user’s office. The Mitel 3600 enables the features of a key telephone system to be delivered as a service and works with our Mitel IP Phones.

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	•	Contact Center Applications. A contact center is generally a dedicated function within a business that typically serves as an inside sales help desk, providing customer support, lead generation, emergency response, telephone answering service, inbound response and outbound telemarketing. We provide a suite of web-based applications for streamlining contact center management and reporting. Customers can therefore choose to implement those elements that are most relevant to their business needs. Our contact center applications provide multimedia functionality incorporating routing of an inquiry to the first available agent or the agent that has been idle for the longest period. Visibility of the presence and availability of colleagues or resources can be provided by integration with Microsoft Live Communications Server using the Mitel Live Business Gateway to facilitate first call resolution. An inquiry can be associated with an incoming call, e-mail, fax or webchat. Contact center agents are fully supported across a centralized or multi-site environment including home working.
	•	Wireless Telephony Applications. We offer wireless telephony applications for in-building mobility as well as to enable the seamless convergence of in-building wired or wireless networks with mobile cellular-based networks. Our in-building wireless applications provide roaming users with the majority of the features available on a desktop device including extension-to-extension dialing, attendant functions, voice mail and messaging as well as external calling. We use wireless devices that work with other major manufacturers’ wireless access points allowing customers the use of their existing access point investment for in-building mobile telephony. The Mitel 3300 ICP can also pair a cellular phone with an office extension or any other telephone such that each device will ring simultaneously if the office extension is called. This pairing significantly reduces

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		the number of calls that are missed. When a call is answered on a cellular phone it is still presented at the office extension, which means that by pressing a single key on the telephone, the call can be moved from the cellular phone to the office extension. This process can also be achieved in reverse, so that an employee who may need to leave for a meeting, can transfer the call from the office extension to the cellular device. This feature reduces cellular long distance and air time charges and enables the user to operate with one phone number whether in the office, at home or traveling.
	•	Video Applications. Our video applications and related devices provide businesses access to video conferencing at the desktop or for dedicated conference rooms. Our video conferencing solutions are easy to use and a conference call can be established by simply dialing the number or extension of the remote party from an IP telephone and then, once the telephone call is established, pressing a single key on the handset to transform the audio call into a video conference. Our video applications and related devices also incorporate collaboration tools, including those from Microsoft Office, that allow users to share computer applications during conferences. Our solutions can simultaneously support eight separate locations involved in the video conference.
	•	Collaboration Tools. We offer a computer-based collaboration, presence and contact management application called Your Assistant that can optionally include a softphone. The softphone provides a number of important features of a Mitel desktop telephone on a personal computer, at the user’s desk or from any location around the world where there is access to the Internet. Your Assistant interacts with the user’s contact database and offers secure instant messaging capabilities, video conferencing, knowledge management (automatic retrieval of pertinent files associated with the name and number of the caller) and enables simplified “drag and drop” call and conference call initiation by moving, with a computer mouse, the name of a contact from a list or directory into the communications window. Your Assistant also enables the simple sharing of presentations, documents or spreadsheets and also offers the ability to create a virtual white board on each user’s computer screen for the purposes of creating drawings, diagrams or for making notes. In addition, a video conference can be established with a non-user of Your Assistant by publishing the name of an Internet web page associated with the conference call.
	•	Speech Enabled Messaging, Unified Messaging, Integrated Messaging and Voice Mail. We offer a speech-enabled application called Speech Server Unified Messaging that gives users the ability to control their telephony functions through voice-activated commands. Speech Server Unified Messaging also supports conversational speech recognition, recognizing entire sentences and not simply single words, allowing users to answer or forward voice and e-mail messages with voice or text responses. NuPoint Messenger, our branded “integrated messaging” application, provides a scalable and reliable way to relay, store, and retrieve voice messages using either a phone, fax machine, pager or personal computer. NuPoint Messenger also allows users to have their calls routed to them while they are travelling, or access to their voice or fax messages from their personal computer. NuPoint Messenger provides a high availability and highly scalable solution, which can be suitable as a carrier or large enterprise solution. Our 6510 Messaging Server product allows businesses to mix and match the requirements of individual employees by supporting both unified messaging and traditional voicemail on the same platform. Messaging Server supports Microsoft Outlook/ Exchange, IBM Lotus/ Domino and Novell GroupWise messaging environments. Our messaging solutions also interoperate with Microsoft Live Communications Server.
	•	Teleworking. Our IP-based teleworker solution enables users to make secure and encrypted IP phone calls from their home office or any remote office by extending the features and functionality of an office telephone over the Internet. As a result, long distance charges can be significantly reduced or in some cases eliminated. As an option, our Teleworker telephone can support an integral module that allows the telephone to access the public switched telephone network for making local calls and calls to emergency services and to receive incoming calls. Customers can download reports that provide detailed usage statistics on teleworker activity. This information provides “return on investment” feedback as a means of itemizing savings.

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Education
	Chicago Public Schools		Glasgow Schools		Michigan Technological University
	New York City Department of Education		University of Ottawa
Financial Services
	Butterfield Bank		Coast Capital		Eastwest Bank
	New York Life Insurance		Rabo Bank (U.K.)

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Government
	Arlington County		Australian Customs and Immigration		Canada Revenue Agency
	Foreign and Commonwealth Office (U.K.)		HM Revenue and Customs		Orange County Vector Control District
Healthcare
	Hotel-Dieu Hospital		MedQuist		Mohave Mental Health Clinic
	Queens Long Island Medical Group		Sutter Health		University College London Hospitals
Hospitality
	Choice Hotels		Ginn Clubs and Resorts		Hilton UK Hotels Ltd.
	Intercontinental Hotels		Marriott
Retail
	Arby’s		Auchan		Charlotte Russe
	Claremont and May		CompUSA
Other
	Canary Wharf		Courier Express		Foundry Networks
	JCB		LaFarge (France)		Tele 2 — Versatel (Netherlands)

	CompUSA

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	•	focus on the design, development, sales and support of our products;
	•	leverage the scale and expertise of specialized contract manufacturers;
	•	reduce manufacturing and supply chain risk;
	•	reduce distribution costs; and
	•	ensure competitive pricing and levels of service.

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	•	evaluating, selecting, pricing and negotiating contracts with EMS suppliers;
	•	monitoring EMS supplier contract manufacturer performance against established service level agreements;
	•	maintaining the authorized vendor list of component suppliers;
	•	managing finished goods inventory; and
	•	selecting outbound freight partners, shipping methods, remote stocking strategies and shipping routes.

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	•	the quality of our IP product portfolio and richness of our software applications;
	•	the useability of our software and their application to vertical markets;
	•	the interoperability with equipment supplied by other vendors and with legacy circuit-switched network equipment;
	•	the scalability and flexibility of our architecture, and the ease of deployment in either a centrally-managed, remotely-distributed or hosted architecture;
	•	the strength of our strategic alliances; and
	•	the ease of doing business for our channel partners.

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Area

Expiration

Location

Purpose

(in square feet)

date of Lease

Ottawa, Canada

Corporate Head Office

512,000

February 15, 2011

Caldicot, United Kingdom

U.K. and EMEA Regional Headquarters

45,000

March 9, 2021

Ottawa, Canada

Office and Manufacturing Facilities(1)

160,000

February 15, 2011

(1)	Sublet to BreconRidge until August 31, 2006 — See “Certain Relationships and Related Party Transactions — BreconRidge Manufacturing Solutions Corporation.”

	•	throughout the United States (including New York City, Atlanta, Chicago, Boston, Orlando (Florida), Costa Mesa (California), Herndon (Virginia) and Waukesha (Wisconsin));
	•	throughout Canada (including Toronto, Montreal, Calgary, Winnipeg, Burnaby (British Columbia) and Halifax);
	•	throughout the United Kingdom (including London and Strathclyde (Scotland));
	•	throughout Continental Europe, the Middle East and Africa (including France, Germany, the Netherlands, Italy, Saudi Arabia, Dubai and South Africa);
	•	in Asia-Pacific (including Hong Kong and Beijing (China), Singapore and Sydney (Australia)); and
	•	in Mexico City.

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Name and Municipality of Residence		Age				Position		Principal Occupation
Dr. Terence H. Matthews(1)			63			Chairman of the Board		Chairman of the Board of Mitel;
Ottawa, Ontario, Canada								Chairman of the Board of March Networks
Donald W. Smith			58			Chief Executive Officer and		Chief Executive Officer of Mitel
Ottawa, Ontario, Canada						Director
Paul A.N. Butcher			44			President and Chief Operating		President and Chief Operating
Ottawa, Ontario, Canada						Officer and Director		Officer of Mitel
Peter D. Charbonneau			53			Lead Director		General Partner of Skypoint
Ottawa, Ontario, Canada								Capital Corporation
Kirk K. Mandy			50			Director		Chief Executive Officer of
Ottawa, Ontario, Canada								Zarlink
Gilbert S. Palter			41			Director		Chief Investment Officer and
Toronto, Ontario, Canada								Managing Partner of EdgeStone
								Capital Partners, L.P.
Guthrie J. Stewart			51			Director		Partner of EdgeStone Capital
Montréal, Quebec, Canada								Partners, L.P.
Steven E. Spooner			48			Chief Financial Officer		Chief Financial Officer of Mitel
Ottawa, Ontario, Canada
Graham Bevington			46			Vice President and Managing		Vice President and Managing
Chepstow, Wales						Director, Europe, Middle East		Director, Europe, Middle East
						and Africa Region		and Africa Region of Mitel
Roger K. Fung			54			Vice President and Managing		Vice President and Managing
Hong Kong, China						Director, Asia-Pacific Region		Director, Asia-Pacific Region of Mitel
Douglas W. Michaelides(2)			45			Vice President, Global		Vice President, Global
Ottawa, Ontario, Canada						Marketing		Marketing of Mitel
Ronald G. Wellard			48			Vice President, Product		Vice President, Product
Ottawa, Ontario, Canada						Development		Development of Mitel

(1)	Dr. Matthews routinely invests in and sits as a director on the boards of businesses that are at an early stage of development and that, as a result, involve substantial risks. Dr. Matthews was a director of Ironbridge Networks Corporation, which went into receivership in January 2001 and West End Systems Corporation, which went into receivership in February 1999.
(2)	Mr. Charbonneau is a director of METConnex Inc., which filed a notice of intention to file for bankruptcy protection on September 28, 2006.
(3)	Mr. Michaelides was employed by Nortel Networks Corporation (“Nortel”) in the area of sales and marketing prior to October 2003. In that time, he became subject to a management cease trade order regarding the securities of Nortel issued by the Ontario Securities Commission, resulting from a failure by Nortel to file its financial statements as required. The cease trade order was revoked on June 21, 2005.

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	•	the integrity of our financial statements and accounting and financial process and the audits of our financial statements;
	•	our compliance with legal and regulatory requirements;
	•	our external auditor’s qualifications and independence;
	•	the work and performance of our financial management, internal auditor and external auditor; and
	•	our system of disclosure controls and procedures and system of internal controls regarding finance, accounting, legal compliance, risk management and ethics established by management and our board.

	•	compensation, development, succession and retention of the chief executive officer and key employees;
	•	the establishment of fair and competitive compensation and performance incentive plans; and
	•	the production of an annual report on executive compensation for inclusion in our public disclosure documents.

	•	to identify candidates for membership on our board of directors and to recommend for election to our board of directors qualified director candidates;
	•	to develop and recommend to our board of directors, and implement and assess, effective corporate governance principles; and
	•	to oversee and assess the functioning of our board and committees of the board of directors.

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Annual service on the board of directors (other than the Chair)		C$	25,000
Annual service as the Chair of the board of directors		C$	100,000
Annual service as a member of the audit committee (other than the Chair)		C$	10,000
Annual service as the Chair of the audit committee		C$	15,000
Annual service as a member of other standing committees		C$	7,500
Meeting fees (varies depending on whether in person, by telephone and by committee)		C$	500-2,000

										Long Term Compensation
		Annual Compensation								Securities Underlying Options
										and Deferred Share Units				All Other
Name And Principal Position		Salary				Bonus				Granted				Compensation
Donald W. Smith — Chief Executive Officer(1)		$	630,927				—				—			$	10,080	(4)
Paul A.N. Butcher — President and Chief Operating Officer(1)		$	420,924				—				59,700 Common Shares			$	31,080	(5)
Steven E. Spooner — Chief Financial Officer(1)		$	231,001			$	84,000				575,000 Common Shares			$	10,080	(6)
Graham Bevington — Vice President and Managing Director, Europe, Middle East and Africa Region(2)		$	260,031				—				150,000 Common Shares(8	)		$	37,538	(7)
Kevin E. Bowyer — President, Mitel Networks, Inc.(3)		$	175,000				223,375				150,000 Common Shares(9	)		$	8,000

(1)	Compensation paid in Canadian dollars, but converted to U.S. dollars at the average of the noon buying rates per Federal Reserve Bank of New York for fiscal 2006 of C$1.00 = $0.84.
(2)	Compensation paid in British Pounds Sterling, but converted to U.S. dollars at the average of the noon buying rates per Federal Reserve Bank of New York for fiscal 2006 of GBP £1.00 = $1.78.
(3)	Mr. Bowyer’s other compensation for fiscal 2006 was a car allowance of $8,000.
(4)	Mr. Smith’s other compensation is a car allowance of $10,080.
(5)	Mr. Butcher’s other compensation is comprised of a car allowance of $15,120 and a company contribution to our Deferred Share Unit Plan of $15,960.
(6)	Mr. Spooner’s other compensation is a car allowance of $10,080.
(7)	Mr. Bevington’s other compensation is a car allowance of $22,964 and a company contribution to a defined benefit plan of $14,575.
(8)	These options were conditional on certain financial targets which were not met and in accordance with the terms of their grant, these options were cancelled on June 8, 2006.
(9)	On May 2, 2006, Mr. Bowyer was terminated and all of these options were cancelled.

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		Number of
		Common				Percent of				Exercise Price				Market Value of
		Shares				Total Options				Per Common				Common Shares
		Underlying				Granted to				Share				Underlying
		Options				Employees in				($/Common				Options on
Name		Granted(1)				Fiscal Year				Share)(2)				Date of Grant(3)				Expiration Date
Donald W. Smith			—				—				—				—				—
Paul A.N. Butcher			—				—				—				—				—
Steven E. Spooner			575,000				11.58	%		$	0.89				—				July 27, 2010
Graham Bevington			150,000	(5)			3.02	%		$	0.89				—				July 27, 2010
Kevin E. Bowyer			150,000				3.02	%		$	0.89				—				July 27, 2010
Dr. Terence H. Matthews			78,947				1.59	%		$	0.89				—				July 27, 2010
Peter D. Charbonneau			102,447				2.06	%		$	0.89				—				July 27, 2010
Kirk K. Mandy			77,342				1.56	%		$	0.89				—				July 27, 2010
Gilbert S. Palter			—	(4)			—				—				—				—
Guthrie J. Stewart			—	(4)			—				—				—				—

(1)	The options vest as to 25% on the first anniversary of the date of grant and as to an additional 25% each year thereafter.
(2)	Option exercise prices have been set in Canadian dollars but converted to U.S. dollars at the noon buying rate per Federal Reserve Bank of New York on April 30, 2006 of C$1.00 = $0.89.
(3)	Values based on the midpoint of the public offering price range set forth on the cover page of this prospectus.
(4)	Options to purchase 78,290 common shares have been granted to EdgeStone Capital Equity Fund II Nominee, Inc. in connection with Mr. Palter and Mr. Stewart acting as directors of Mitel. Mr. Palter is the Chief Investment Officer and Managing Partner and Mr. Stewart is a Partner of EdgeStone Capital Partners, L.P.
(5)	These options were cancelled on June 8, 2006.

		Number of Common Shares								Value of Unexercised
		underlying Unexercised Options at								In-the-Money Options at
		April 30, 2006								April 30, 2006
Name		Vested				Unvested				Vested				Unvested
Donald W. Smith			3,500,000	(1)			1,500,000			$				$
Paul A.N. Butcher			1,375,000	(2)			1,125,000
Steven E. Spooner			106,250				893,750
Graham Bevington			100,000				450,000	(3)
Kevin E. Bowyer			37,500				262,500	(4)

(1)	Includes 3,000,000 options to acquire common shares granted to Mr. Smith from the holdings of Dr. Matthews at an exercise price of C$3.50 ($3.11 based on the noon buying rate per Federal Reserve Bank of New York on April 30, 2006 of C$1.00 = U.S.$0.89).
(2)	Includes 1,000,000 options to acquire common shares granted to Mr. Butcher from the holdings of Dr. Matthews at an exercise price of C$3.50 ($3.11 based on the noon buying rate per Federal Reserve Bank of New York on April 30, 2006 of C$1.00 = U.S.$0.89).
(3)	On July 27, 2005 Mr. Bevington was granted 150,000 options with an exercise price of C$1.00 ($0.89 based on the noon buying rate per Federal Reserve Bank of New York on April 30, 2006 of C$1.00 = $0.89). On June 8, 2006, these 150,000 options were cancelled.
(4)	On May 2, 2006, Mr. Bowyer was terminated and all of his 262,500 unvested options were cancelled.

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	2006 Equity Incentive Plan:

	•	to amend general vesting provisions;
	•	to amend the term of any option, subject to limits contained in the plan;
	•	to amend the provisions in the plan dealing with retirement, death, disability or termination of participant;

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	•	to make amendments for the protection of participants in the plan, including amendments resulting from changes in law in any jurisdiction; and
	•	to make amendments to cure or correct ambiguities, defects or mistakes in the plan.

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						Common Shares				Exercise
		Fiscal Year				underlying				Price ($) per				Expiration
Category		of grant(1)				Options Granted				Common Share(2)				Date
All of our executive officers and
past executive officers (17)			2004				76,000			$	0.89				2009
			2005				5,854,132			$	0.89				2010
			2006				1,633,894			$	0.89				2011
All of our directors and past directors
who are not also executive officers (4)			2004				52,000			$	0.89				2009
			2005				131,868			$	0.89				2010
			2006				224,974			$	0.89				2011
All of our other employees or past
employees (1,643)			2004				241,000			$	0.89				2009
			2005				7,851,609			$	0.89				2010
			2006				2,744,050			$	0.89				2011
			2006				210,400			$	1.03				2011
All of our consultants (13)			2004				—			$	0.89				2009
			2005				203,021			$	0.89				2010
			2006				115,932			$	0.89				2011
			2006				36,483			$	1.03				2011
Grand Total							19,375,363

(1)	No options were granted during the Transition Period.
(2)	Options are granted with an exercise price in Canadian dollars but converted to U.S. dollars at the noon buying rate per Federal Reserve Bank of New York on April 30, 2006 of C$1.00 = $0.89.

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	Other Supply Arrangements:

	Intellectual Property License Agreement:

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	•	a non-competition and non-solicitation agreement among us, Zarlink and its subsidiaries, Wesley Clover, and Dr. Matthews, dated February 16, 2001; and
	•	a lease between us and Zarlink Semiconductor Limited, a subsidiary of Zarlink, for premises in Caldicot, United Kingdom, which we assigned in connection with the sale of the Caldicot property on August 31, 2005.

	•	NewHeights Software (a corporation controlled by Owen Matthews, who is related to Dr. Matthews) may be deemed a related party because Dr. Matthews indirectly owns approximately 16% of that company. During fiscal 2006, we paid NewHeights $2.6 million in software royalties relating to a customized desktop communication management software application which we integrate and distribute as Your Assistant (2004 — $0.3 million; 2005 — $0.8 million; the Transition Period — $nil). We also received $0.1 million of rental and other income from NewHeights during fiscal 2006 (2004 — $nil; 2005 — $0.1 million; the Transition Period — $nil).
	•	MKC Corporation may be deemed to be a related party because Dr. Matthews directly or indirectly owned approximately 82% of that company prior to September 1, 2006 when MKC Corporation merged with NewHeights Software. During fiscal 2006, we paid MKC $nil for the purchase of SIP-based equipment and software components (2004 — $0.1 million; 2005 — $0.1 million; the Transition Period — $0.1 million). On April 1, 2006, we entered into a purchase and sale agreement whereby we purchased certain SIP-based IP assets from MKC. The purchase price for the assets is payable in the form of a royalty equal to $0.50 for each Mitel SIP-enabled IP desktop device we sell over the next five years, up to a maximum royalty value, in the aggregate, of C$1.3 million. During fiscal 2006, we recorded royalties payable to MKC of less than $0.05 million relating to this agreement.
	•	Encore Networks may be deemed to be a related party because Dr. Matthews directly or indirectly owns approximately 74% of that company. During fiscal 2006, we paid Encore

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		$0.2 million for the purchase of certain signaling conversion hardware and software which we distribute as part of our product line and for other services (2004 — $nil; 2005 — $nil; the Transition Period — $nil). We also received $0.1 million of other income from Encore Networks during fiscal 2006 (2004 — $0.1 million; 2005 — $0.1 million; the Transition Period — $nil).
	•	Natural Convergence may be deemed to be a related party because Dr. Matthews directly or indirectly owns approximately 12% of that company. During fiscal 2006, we paid Natural Convergence $0.8 million for a non-exclusive, worldwide software license and other hardware and software products associated with our Mitel 3600 Hosted IP Key System product (2004 — $nil; 2005 — $0.1 million; the Transition Period — $nil). On April 25, 2006, we entered into an agreement with Natural Convergence to purchase certain pre- paid software licenses associated with our 3600 Hosted IP Key System product. Under the agreement, we agreed to purchase $1.2 million worth of software licenses, payable in four equal instalments of $0.3 million per quarter over the course of our fiscal 2007. At our option, we may instead use any unpaid instalments to invest in certain secured debentures of Natural Convergence which are (a) repayable to us (plus a credit fee of 25% per annum of any outstanding principal) on the earlier of December 31, 2006, or on the occurrence of certain events, or (b) automatically convertible into preferred shares of Natural Convergence on the occurrence of certain events. If we exercise the option to invest in the convertible debentures of Natural Convergence, we are also entitled to receive a warrant of Natural Convergence entitling us to acquire a number of common shares of Natural Convergence equal to the dollar amount of our investment divided by $1.00, at an exercise price per common share of C$0.0001. In May 2006, we purchased $0.3 million in pre-paid software licenses under the agreement. In August 2006, we exercised our option under the agreement and used the second instalment payment to purchase $0.3 million of Natural Convergence convertible debentures.

	•	Celtic Tech Jet Limited may be deemed to be a related party because Dr. Matthews directly or indirectly wholly owns that company. During fiscal 2006, we paid less than $0.05 million to Celtic Tech Jet for chartered plane rentals (2004 — less than $0.05 million; 2005 — less than $0.05 million; the Transition Period — $nil).
	•	Brookstreet Hotel Corporation may be deemed to be a related party because Dr. Matthews directly or indirectly wholly owns that company. During fiscal 2006, we paid $0.2 million to Brookstreet Hotel for accommodations and meeting space (2004 — $0.1 million; 2005 — less than $0.05 million; the Transition Period — $nil).
	•	The Celtic Manor Resort Limited may be deemed to be a related party because Dr. Matthews directly or indirectly wholly owns that company. During fiscal 2006, we paid $0.1 million to The Celtic Manor for accommodations and meeting space (2004 — $0.3 million; 2005 — $0.3 million; the Transition Period — $nil).
	•	Bridgewater Systems Corporation may be deemed to be a related party because Dr. Matthews directly or indirectly owns approximately 12% of that company. During fiscal 2006 we sold $0.1 million of communications equipment to Bridgewater (2004 — $nil; 2005 — $nil; the Transition Period — $nil).

	•	a summary of the nature of the relationship with the related party and the significant commercial terms of the transaction such as price and total value;

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	•	the parties to the transaction;
	•	an outline of the benefits to us of the transaction;
	•	whether terms are at market and whether they were negotiated at arms length; and
	•	for related party transactions involving our officers or directors, whether there has been any loss of a corporate opportunity.

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	•	each person or entity who is known by us to own beneficially 5% or more of our common shares;
	•	each of the other selling shareholders;
	•	each member of our board of directors;
	•	each of the Named Executive Officers; and
	•	all members of our board of directors and our executive officers as a group.

Common Shares to be Sold

Before this Offering

in this Offering

After this Offering

Name and Address of Beneficial Owner(1)

Number

%

Number

Number

%

Five Percent Shareholders:

Dr. Terence H. Matthews(2)

EdgeStone Capital Equity Fund II Nominee, Inc.(3)

Technology Partnerships Canada(4)

Power Technology Investment Corporation(5)

Other Selling Shareholders:

Zarlink Semiconductor Inc.

Executive Officers and Directors:

Dr. Terence H. Matthews(2)

Donald W. Smith(6)

Paul A.N. Butcher(7)

Peter D. Charbonneau(8)

Kirk K. Mandy(9)

Gilbert S. Palter(3)

Guthrie J. Stewart(3)

Steven E. Spooner(10)

Graham Bevington(11)

Roger K. Fung(12)

All directors and executive officers as a group (12 persons)(13)

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*	Less than 1%.
(1)	Except as otherwise indicated, the address for each beneficial owner is c/o Mitel Networks Corporation, 350 Legget Drive, Ottawa, Ontario, Canada K2K 2W7.
(2)	Of this total,                 common shares are registered in the name of Wesley Clover Corporation, 4,555,169 common shares are registered in the name of Celtic Tech Jet Limited and                 common shares are registered in the name of Dr. Matthews, and 105,203 common shares are issuable upon the exercise of options at exercise prices ranging from C$1.00 to C$2.75.
(3)	EdgeStone is the beneficial owner of                 common shares. Gilbert Palter and Guthrie Stewart, partners of EdgeStone, each have voting and investment power over the common shares owned by EdgeStone and therefore each beneficially own the common shares held by EdgeStone. This total includes 49,791 options at an exercise price of C$1.00 that were granted to EdgeStone for director services provided by Mr. Palter and Mr. Stewart. The address for EdgeStone, Mr. Palter and Mr. Stewart is c/o EdgeStone Capital Partners, L.P., The Exchange Tower, Suite 600, 130 King Street West, Toronto, Ontario, Canada M5X 1A6.
(4)	The common shares are issuable upon the exercise of warrants pursuant to the agreement entered into with Her Majesty the Queen in Right of Canada. The address for Technology Partnerships Canada is 10th Floor, 300 Slater Street, Ottawa, Ontario, Canada K1A 0C8. There are a total of 37,174,887 warrants outstanding, of which 25,428,050 are exercisable within 60 days of the determination date.
(5)	Power Technology Investment Corporation is a wholly owned subsidiary of Power Corporation of Canada. According to public filings, Paul Desmarais exercises control over 63% of the votes over Power Corporation of Canada. The address for Power Technology Investment Corporation is 751 Square Victoria, Montreal, Quebec, Canada, H2Y 3J3.
(6)	Includes options to acquire 3,000,000 common shares granted to Mr. Smith from the holdings of Dr. Matthews at an exercise price of C$3.50, and 1,000,000 common shares issuable upon the exercise of options at an exercise price of C$1.00.
(7)	Includes options to acquire 1,000,000 common shares granted to Mr. Butcher from the holdings of Dr. Matthews at an exercise price of C$3.50, and 750,000 common shares issuable upon the exercise of options at an exercise price of C$1.00.
(8)	Of this total,                 common shares are registered to Peter Charbonneau Trust #2, a trust of which Mr. Charbonneau is the sole trustee, and                 common shares are registered to Mr. Charbonneau’s wife, Joan Charbonneau. Includes options to acquire 900,000 common shares granted to Mr. Charbonneau from the holdings of Dr. Matthews at an exercise price of C$3.50 and options to acquire 114,710 common shares from us at exercise prices ranging from C$1.00 to C$2.75.
(9)	Includes 86,192 common shares which are issuable upon the exercise of options at exercise prices ranging from C$1.00 to C$2.75.
(10)	Of this total, 76,500 common shares are registered to the Spooner Children Trust, a trust of which Mr. Spooner is one of three trustees, and 325,000 common shares issuable upon the exercise of options at an exercise price of C$1.00.
(11)	Includes 175,000 common shares which are issuable upon the exercise of options at an exercise price of C$1.00.
(12)	Includes 50,000 common shares which are issuable upon the exercise of options at an exercise price of C$2.75.
(13)	Includes options to acquire 3,000,000 common shares, 1,000,000 common shares and 900,000 common shares granted from the holdings of Dr. Matthews to Mr. Smith, Mr. Butcher and Mr. Charbonneau, respectively. Also includes 2,774,855 common shares issuable upon the exercise of options that are exercisable within 60 days of the determination date.

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	•	outstanding vested and unvested options granted pursuant to our stock option plan to acquire 19,108,106 common shares and options available for issue under our stock option plan to acquire 5,380,193 common shares;
	•	outstanding warrants held by Technology Partnerships Canada to acquire a total of 37,174,887 common shares without the payment of any additional cash consideration;
	•	outstanding warrants held by holders of our convertible notes which convert to 16,500,000 common shares at an exercise price calculated in accordance with a formula based on the market price of our common shares (see “Description of Convertible Notes — Noteholder Warrants”); and
	•	outstanding convertible notes which convert to a number of common shares determined by dividing the outstanding principal and accrued interest owing on each note by a conversion price calculated in accordance with a formula based on the market price of our common shares (see “Description of Convertible Notes — Convertible Notes”).

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Funding Period

Common shares subject to Warrants

Funding Received

From

To

C$

Date

Number

Oct 2001

Aug 2002

17,002,119

Sept 30, 2002

6,182,588

Sept 2002

Jul 2002

13,608,760

Sept 30, 2003

6,804,380

Aug 2003

Jun 2004

13,862,943

Sept 30, 2004

13,862,943

Jul 2004

Jan 2005

8,935,499

Sept 30, 2005

8,935,499

Feb 2005

Apr 2005

1,570,108

Sept 30, 2006

1,389,477

54,979,431

37,174,887

	Wesley Clover Warrants:

	Warrants

	Exercise Events

	(a)	Immediately prior to the completion of an initial public offering in which our common shares are listed and posted for trading, traded or quoted on one or more of the Toronto Stock Exchange, the New York Stock Exchange or the NASDAQ Global Market System; or
	(b)	Immediately prior to a sale of all or substantially all of our equity to a purchaser (i) on an all cash basis, or (ii) for shares (or a mix of cash and shares) of the purchaser where such shares are publicly traded on one or more of the Toronto Stock Exchange, Nasdaq, or New York Stock Exchange (a “Change of Control Event”); or
	(c)	Immediately prior to a “Fundamental Transaction” as defined in the noteholder warrants dated April 27, 2005 (a “Fundamental Transaction Event”); or

	(d)	September 21, 2008.

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	Additional Warrants

	Convertible Noteholder Warrants

	•	acted honestly and in good faith with a view to our best interests, or the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at our request;
	•	in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful; and

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	•	was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done.

	•	relates primarily to the director’s remuneration as a director, officer, employee or agent of us or an affiliate;
	•	is for indemnity or insurance otherwise permitted under the CBCA; or
	•	is with an affiliate.

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	•	the acquisition of our common shares by a person in the ordinary course of that person’s business as a trader or dealer in securities;

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	•	the acquisition or control of us in connection with the realization of security granted for a loan or other financial assistance and not for any purpose related to the provisions of the Investment Canada Act; and
	•	the acquisition or control of us by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of us, through the ownership of voting interests, remains unchanged.

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	Conversion:

	Default:

	Fundamental Changes:

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	Make-Whole Premium:

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		Number of Shares
		Eligible for Sale in
Date		U.S. Public Market				Comment
On the date of this prospectus						Shares sold in this offering
90 days after the date of this prospectus						Aggregate number of shares released from the lock-up agreements of       employees
180 Days after the date of this prospectus						Lock-up agreements expire

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	•	1% of the then outstanding common shares, which will equal approximately                     common shares after this offering; and
	•	the average weekly trading volume in the common shares on the Nasdaq Global Market during the four calendar weeks preceding the date on which the notice of the sale is filed with the SEC.

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	•	a “qualified electing fund” election (a “QEF election”), as defined in the Code, to be taxed currently on your pro rata portion of our ordinary earnings and net capital gain, whether or not such earnings or gain is distributed in the form of dividends or otherwise, or
	•	a “mark-to-market” election and thereby agree for the year of the election and each subsequent tax year to recognize ordinary gain or loss (but only to the extent of prior ordinary gain) based on the increase or decrease in market value for such taxable year. Your tax basis in our common shares would be adjusted to reflect any such income or loss amounts.

	•	dividend payments or other taxable distributions made to you within the United States, and
	•	the payment of proceeds to you from the sale of common shares effected at a United States office of a broker unless you come within certain categories of exempt recipients.

	•	fail to provide an accurate taxpayer identification number,
	•	are notified by the IRS that you have failed to report all interest and dividends required to be shown on your United States federal income tax returns, or
	•	in certain circumstances, fail to comply with other applicable requirements of the backup withholding rules.

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			Number of
Name			Shares
Morgan Stanley & Co. Incorporated
RBC Capital Markets Corporation
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Genuity Capital Markets G.P.
Thomas Weisel Partners LLC
National Bank Financial Inc.
	Total

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Total

Per

No

Full

Share

Exercise

Exercise

Public offering price

$

$

$

Underwriting discounts and commissions to be paid by:

Us

$

$

$

Selling shareholders

$

$

$

Proceeds before expenses to us

$

$

$

Proceeds before expenses to the selling shareholders

$

$

$

	•	offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or demand or exercise any rights to (except with respect to holders of registration rights pursuant to the 2004 Registration Rights Agreement and the 2005 Registration Rights Agreement) file any registration statement with the SEC relating to the offering of, any common shares or any securities convertible into or exercisable or exchangeable for our common shares;
	•	enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares; or
	•	announce any intention to do any of the foregoing

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	•	during the last 17 days of the 180-day restricted period (or 90-day restricted period for up to 2,000 shares of certain employees) we issue an earnings release or material news or a material event relating to us occurs, or
	•	prior to the expiration of the 180-day restricted period (or 90-day restricted period for up to 2,000 shares of certain employees), we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period,

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Nature of Expense		Amount
Securities and Exchange Commission Registration Fee		$
Canadian Securities Regulatory Authorities Filing Fees
National Association of Securities Dealers Filing Fee
Nasdaq Global Market Listing Fee
Toronto Stock Exchange Listing Fee
Accounting Fees and Expenses
Legal Fees and Expenses
Printing Expenses
Blue Sky Qualification Fees and Expenses
Transfer Agent and Registrar Fee
Additional D&O Insurance Premiums
Miscellaneous
TOTAL		$

	(a)	at any time to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
	(b)	at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or
	(c)	at any time in any other circumstances which do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

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MITEL NETWORKS CORPORATION
Consolidated Financial Statements
Report of Independent Registered Chartered Accountants			F-2
Consolidated Balance Sheets as of April 24, 2005, April 30, 2005 and April 30, 2006			F-3
Consolidated Statements of Operations for the fiscal years ended April 25, 2004, April 24, 2005 and April 30, 2006 and for the six-day period ended April 30, 2005			F-4
Consolidated Statements of Shareholders’ Deficiency for the fiscal years ended April 25, 2004, April 24, 2005 and April 30, 2006 and for the six-day period ended April 30, 2005			F-5
Consolidated Statements of Cash Flows for the fiscal years ended April 25, 2004, April 24, 2005 and April 30, 2006 and for the six-day period ended April 30, 2005			F-7
Notes to the Consolidated Financial Statements			F-8

F-1

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		/s/ Deloitte & Touche LLP
Ottawa, Canada		Deloitte & Touche LLP
June 28, 2006, except for Note 28 which is at October 31, 2006		Independent Registered Chartered Accountants

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Table of Contents

															Pro Forma
															April 30,
			April 24,				April 30,				April 30,				2006
			2005				2005				2006				(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents		$	9.7			$	46.6			$	35.7
	Restricted cash			—				1.0				1.7
	Accounts receivable (net of allowance of $3.0, $3.0, and $2.5, respectively)			71.1				66.9				79.7
	Due from related parties			0.7				0.7				0.4
	Inventories			17.1				17.4				23.6
	Deferred tax asset			—				—				0.7
	Income tax receivable			1.4				1.4				—
	Other current assets			27.2				28.4				24.7
				127.2				162.4				166.5
Long-term receivables				0.4				0.4				0.4
Property and equipment				20.9				20.6				17.4
Goodwill				6.2				6.0				6.8
Intangible and other assets				1.9				5.9				6.6
Deferred tax asset				—				—				2.1
			$	156.6			$	195.3			$	199.8
LIABILITIES, REDEEMABLE SHARES AND SHAREHOLDERS’ DEFICIENCY
Current liabilities:
	Bank indebtedness		$	15.8			$	1.2			$	2.1
	Accounts payable and accrued liabilities			53.6				55.8				73.3
	Income and other taxes payable			2.2				2.2				1.7
	Deferred revenue			25.5				25.9				23.1
	Due to related parties			15.9				14.0				24.2
	Current portion of long-term debt			2.8				2.8				1.6
				115.8				101.9				126.0
Long-term debt				11.8				11.8				2.5
Long-term portion of lease termination obligations				8.4				8.3				5.5
Convertible notes				—				46.6				48.7
Derivative instruments				38.0				37.4				75.9
Deferred gain				—				—				5.5
Pension liability				25.4				25.1				40.1
				199.4				231.1				304.2
Commitments and contingencies
Redeemable common shares, without par value : 10,000,000 shares authorized; issued and outstanding at April 24, 2005, April 30, 2005 and April 30, 2006 pro forma (        )				18.2				18.2				18.7
Convertible, redeemable preferred shares, without par value — unlimited shares authorized; issued and outstanding: Series A: 20,000,000 shares at April 24, 2005, April 30, 2005 and April 30, 2006; Series B: 67,789,300 shares at April 24, 2005, April 30, 2005 and April 30, 2006 pro forma (        )				39.0				39.1				45.5
				57.2				57.3				64.2
Shareholders’ deficiency:
	Common shares, without par value — unlimited shares authorized;
	107,149,933, 107,149,933 and 107,302,322 issued and outstanding at April 24, 2005, April 30, 2005 and April 30, 2006 pro forma (        )			187.6				187.6				188.8
	Warrants			40.2				47.9				47.9
	Deferred stock-based compensation			(0.4	)			(0.4	)			(0.1	)
	Accumulated deficit			(302.3	)			(304.0	)			(355.5	)
	Accumulated other comprehensive loss			(25.1	)			(24.2	)			(49.7	)
				(100.0	)			(93.1	)			(168.6	)
			$	156.6			$	195.3			$	199.8

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				Years Ended
												Six Days Ended				Year Ended
				April 25,				April 24,				April 30,				April 30,
				2004				2005				2005				2006
Revenues:
	Products			$	207.1			$	207.7			$	1.7			$	260.5
	Services				133.6				134.5				1.5				126.6
					340.7				342.2				3.2				387.1
Cost of revenues:
	Products				125.7				132.0				1.6				149.1
	Services				77.2				81.2				0.8				76.6
					202.9				213.2				2.4				225.7
Gross margin					137.8				129.0				0.8				161.4
Expenses:
	Selling, general and administrative				111.4				114.9				1.8				120.7
	Research and development				36.2				41.4				0.7				44.1
	Special charges				11.7				10.6				—				5.7
	Loss (gain) on sale of manufacturing operations				0.6				3.4				—				(0.9	)
	Amortization of acquired intangibles				0.2				—				—				—
	Gain on sale of assets				—				—				—				(1.5	)
					160.1				170.3				2.5				168.1
Operating loss					(22.3	)			(41.3	)			(1.7	)			(6.7	)
Interest expense					(4.3	)			(2.6	)			—				(7.6	)
Fair value adjustment on derivatives instruments					—				(5.3	)			(0.1	)			(32.6	)
Beneficial conversion feature on convertible debentures					(3.1	)			—				—				—
Other income (expense), net					(0.6	)			0.4				0.2				0.4
Loss before income taxes					(30.3	)			(48.8	)			(1.6	)			(46.5	)
Current income tax expense (recovery)					2.0				0.8				—				0.9
Deferred income tax recovery					(1.7	)			—				—				(2.8	)
Net loss				$	(30.6	)		$	(49.6	)		$	(1.6	)		$	(44.6	)
Net loss per common share:
		Basic and diluted		$	(0.26	)		$	(0.49	)		$	(0.01	)		$	(0.44	)
Weighted-average number of common shares outstanding
		Basic and diluted			127,831,211				113,792,829				117,149,933				117,230,198
Unaudited pro forma net loss per common share (note 2)
	Basic and diluted							$				$				$
Unaudited pro forma weighted average common share outstanding (note 2)
	Basic and diluted

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																							Accumulated
			Common Shares												Deferred								Other				Total
															Stock-based				Accumulated				Comprehensive				Shareholders’
			Shares				Amount				Warrants				Compensation				Deficit				Income (Loss)				Deficiency
Balances at April 27, 2003				101,400,213			$	183.4			$	17.6			$	(0.4	)		$	(218.2	)		$	(19.4	)		$	(37.0	)
Common shares issued:
	Conversion of convertible debentures			5,445,775				8.3				—				—				—				—				8.3
	Conversion of related party loans			20,448,875				31.0				—				—				—				—				31.0
	Professional services received			33,591				0.1				—				—				—				—				0.1
	Exercise of stock options			5,950				—				—				—				—				—				—
	Reallocation of share issue costs to convertible, redeemable preferred shares			—				0.3				—				—				—				—				0.3
Exchange of common shares for convertible, redeemable preferred shares				(25,530,494	)			(38.7	)			—				—				—				—				(38.7	)
Share purchase loan repayments				—				0.4				—				—				—				—				0.4
Shares repurchased				(21,153	)			(0.1	)			—				—				—				—				(0.1	)
Beneficial conversion feature on Series A preferred shares				—				—				—				—				1.4				—				1.4
Deemed dividend relating to beneficial conversion feature on Series A preferred shares				—				—				—				—				(1.4	)			—				(1.4	)
Stock-based dividends				—				0.1				—				—				(0.1	)			—				—
Issuance of warrants				—				—				12.2				—				—				—				12.2
Amortization of deferred stock-based compensation				—				—				—				0.2				—				—				0.2
Accretion of interest on redeemable common and preferred shares				—				—				—				—				(1.3	)			—				(1.3	)
Beneficial conversion feature on convertible debentures				—				—				—				—				3.1				—				3.1
				101,782,757			$	184.8			$	29.8			$	(0.2	)		$	(216.5	)		$	(19.4	)		$	(21.5	)
Net loss				—				—				—				—				(30.6	)			—				(30.6	)
Other comprehensive income:
	Foreign currency translation adjustments			—				—				—				—				—				(6.0	)			(6.0	)
	Minimum pension liability adjustments			—				—				—				—				—				3.5				3.5
Comprehensive loss				—				—				—				—				(30.6	)			(2.5	)			(33.1	)
Balances at April 25, 2004				101,782,757			$	184.8			$	29.8			$	(0.2	)		$	(247.1	)		$	(21.9	)		$	(54.6	)
Common shares issued:
	Cash and employee loans			5,601,870				4.6				—				—				—				—				4.6
	Professional services received			153,616				0.1				—				—				—				—				0.1
Exchange of common shares for Series B convertible, redeemable preferred shares				(364,156	)			(0.5	)			—				—				—				—				(0.5	)
Common share issue costs				—				(0.3	)			—				—				—				—				(0.3	)
Share purchase loans				—				(1.3	)			—				—				—				—				(1.3	)
Share purchase loan repayments				—				0.2				—				—				—				—				0.2
Shares repurchased				(24,154	)			—				—				—				—				—				—
Issuance of warrants				—				—				10.4				—				—				—				10.4
Amortization of deferred stock-based compensation				—				—				—				(0.2	)			—				—				(0.2	)
Accretion of interest on redeemable common and preferred shares				—				—				—				—				(5.6	)			—				(5.6	)
				107,149,933			$	187.6			$	40.2			$	(0.4	)		$	(252.7	)		$	(21.9	)		$	(47.2	)
Net loss				—				—				—				—				(49.6	)			—				(49.6	)
Other comprehensive income:
	Foreign currency translation adjustments			—				—				—				—				—				(5.6	)			(5.6	)
	Minimum pension liability adjustments			—				—				—				—				—				2.4				2.4
Comprehensive loss				—				—				—				—				(49.6	)			(3.2	)			(52.8	)
Balances at April 24, 2005				107,149,933			$	187.6			$	40.2			$	(0.4	)		$	(302.3	)		$	(25.1	)		$	(100.0	)

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																							Accumulated
			Common Shares												Deferred								Other				Total
															Stock-based				Accumulated				Comprehensive				Shareholders’
			Shares				Amount				Warrants				Compensation				Deficit				Income (Loss)				Deficiency
Balances at April 24, 2005				107,149,933			$	187.6			$	40.2			$	(0.4	)		$	(302.3	)		$	(25.1	)		$	(100.0	)
Issuance of warrants				—				—				7.7				—				—				—				7.7
Accretion of interest on redeemable common and preferred shares				—				—				—				—				(0.1	)			—				(0.1	)
				107,149,933				187.6				47.9				(0.4	)			(302.4	)			(25.1	)			(92.4	)
Net loss				—				—				—				—				(1.6	)			—				(1.6	)
Other comprehensive income:
	Foreign currency translation adjustments			—				—				—				—				—				0.9				0.9
Comprehensive loss				—				—				—				—				(1.6	)			0.9				(0.7	)
Balances at April 30, 2005				107,149,933			$	187.6			$	47.9			$	(0.4	)		$	(304.0	)		$	(24.2	)		$	(93.1	)
Common shares issued:
	Exercise of stock options			58,174				0.2				—				—				—				—				0.2
	Professional services received			132,261				0.1				—				—				—				—				0.1
Fair value adjustment relating to stock option plan				—				(0.3	)			—				0.3				—				—				—
Share purchase loan repayments				—				1.1				—				—				—				—				1.1
Shares repurchased				(38,046	)			—				—				—				—				—				—
Deferred stock-based compensation				—				0.1				—				(0.1	)			—				—				—
Amortization of deferred stock-based compensation				—				—				—				0.1				—				—				0.1
Accretion of interest on redeemable common and preferred shares				—				—				—				—				(6.9	)			—				(6.9	)
				107,302,322			$	188.8			$	47.9			$	(0.1	)		$	(310.9	)		$	(24.2	)		$	(98.5	)
Net loss				—				—				—				—				(44.6	)			—				(44.6	)
Other comprehensive income:
	Foreign currency translation adjustments			—				—				—				—				—				(10.9	)			(10.9	)
	Minimum pension liability adjustments			—				—				—				—				—				(14.6	)			(14.6	)
Comprehensive loss				—				—				—				—				(44.6	)			(25.5	)			(70.1	)
Balance at April 30, 2006				107,302,322			$	188.8			$	47.9			$	(0.1	)		$	(355.5	)		$	(49.7	)		$	(168.6	)

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				Year Ended								Six Days				Year
												Ended				Ended
				April 25,				April 24,				April 30,				April 30,
				2004				2005				2005				2006
CASH PROVIDED BY (USED IN)
Operating activities:
	Net loss			$	(30.6	)		$	(49.6	)		$	(1.6	)		$	(44.6	)
	Adjustments to reconcile net loss to net cash from operating activities:
		Amortization and depreciation			11.8				8.9				0.2				10.2
		Amortization of deferred gain			—				—				—				(0.3	)
		Fair value adjustment on derivative instruments			—				5.3				0.1				32.6
		Beneficial conversion feature on convertible debentures			3.1				—				—				—
		Accretion of convertible notes to redemption value			—				—				—				1.5
		Stock-based compensation			0.2				—				—				0.3
		Deferred income taxes			(1.5	)			—				—				(2.8	)
		Special charges			0.3				—				—				—
		Loss (gain) on sale of manufacturing operations			0.6				3.4				—				(0.9	)
		Loss (gain) on sale of business and assets			0.1				—				—				(1.5	)
		Unrealized foreign exchange loss (gain)			(2.9	)			(2.0	)			(0.9	)			2.1
		Non-cash movements in provisions			5.1				5.5				—				4.2
		Change in non-cash operating assets and liabilities, net			24.6				(3.3	)			1.0				(3.1	)
Net cash provided by (used in) operating activities					10.8				(31.8	)			(1.2	)			(2.3	)
Investing activities:
	Additions to capital and intangible assets				(3.7	)			(4.5	)			(0.1	)			(8.8	)
	(Increase) decrease in restricted cash				—				0.9				(1.0	)			(0.5	)
	Proceeds on sale of assets				—				—				—				12.4
	Realized foreign exchange loss on hedging activities				(6.7	)			(8.4	)			—				(8.0	)
	Realized foreign exchange gain on hedging activities				4.1				6.2				—				8.6
Net cash used in investing activities					(6.3	)			(5.8	)			(1.1	)			3.7
Financing activities:
	Increase (decrease) in bank indebtedness				(19.0	)			8.9				(14.6	)			0.7
	Deferred financing costs				—				—				(0.4	)			(1.8	)
	Proceeds from issuance of convertible notes				—				—				54.3				—
	Proceeds from issuance of convertible, redeemable preferred shares				15.0				—				—				—
	Repayment of related party loans payable				(1.0	)			—				—				—
	Repayment of long-term debt				(5.2	)			(4.4	)			—				(11.9	)
	Proceeds from issuance of warrants				9.8				12.4				—				—
	Proceeds from issuance of common shares				0.1				2.4				—				0.2
	Proceeds from repayments of employee share purchase loans				0.4				1.1				—				1.1
	Share issue costs				(2.1	)			(0.3	)			—				—
Net cash provided by (used in) financing activities					(2.0	)			20.1				39.3				(11.7	)
Effect of exchange rate changes on cash and cash equivalents					1.9				0.5				(0.1	)			(0.6	)
Increase (decrease) in cash and cash equivalents					4.4				(17.0	)			36.9				(10.9	)
Cash and cash equivalents, beginning of period					22.3				26.7				9.7				46.6
Cash and cash equivalents, end of period				$	26.7			$	9.7			$	46.6			$	35.7

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1.	Background and Nature of Operations

2.	Accounting Policies

F-8

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F-9

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F-10

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F-11

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F-12

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		Year Ended
										6 Days Ended				Year Ended
		April 25,				April 24,				April 30,				April 30,
		2004				2005				2005				2006
Net loss available to common shareholders, as reported (Note 22)		$	(33.4	)		$	(55.2	)		$	(1.7	)		$	(51.5	)
Estimated additional stock-based compensation			(1.6	)			(1.5	)			—				(1.9	)
Pro forma net loss available to common shareholders		$	(35.0	)		$	(56.7	)		$	(1.7	)		$	(53.4	)
Net loss per share, as reported — basic and diluted		$	(0.26	)		$	(0.49	)		$	(0.01	)		$	(0.44	)
Pro forma net loss per share — basic and diluted		$	(0.27	)		$	(0.50	)		$	(0.01	)		$	(0.46	)
Risk-free interest rate			3.7	%			3.8	%			3.8	%			3.6	%
Dividends			0	%			0	%			0	%			0	%
Expected life of the options			5 years				5 years				5 years				5 years

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	—	10,000,000 issued and outstanding, redeemable common shares converted into common shares with the rights of the holder to require us to redeem the common shares terminating upon the completion of this offering;

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	—	20,000,000 issued and outstanding, Series A, convertible, redeemable preferred shares will be converted in accordance with their terms into common shares in connection with the completion of this offering;
	—	67,789,300 issued and outstanding, Series B convertible, redeemable preferred shares will be converted in accordance with their terms into common shares in connection with the completion of this offering;
	—	5,000,000 warrants to be exercised in accordance with their terms in connection with the completion of this offering; and
	—	1,000,000 warrants to be exercised in accordance with their terms just prior to the completion of this offering.

	—	conversion of the redeemable common shares, the Series A convertible, redeemable preferred shares and the Series B convertible, redeemable preferred shares upon completion of this offering;
	—	exercise of 5,000,000 warrants upon completion of this offering; and
	—	exercise of 1,000,000 warrants just prior to the completion of this offering.

3.	Related Party Transactions

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F-17

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F-18

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							Lease
			Workforce				Termination				Assets				Legal
Description			Reduction				Obligation				Written Off				Costs				Total
Balance of provision as of April 25, 2004			$	2.1			$	5.3			$	—			$	0.4			$	7.8
Fiscal 2005:
	Charges			8.7				1.3				0.9				—				10.9
	Adjustments			(0.3	)			—				—				—				(0.3	)
	Cash payments			(8.9	)			(1.2	)			—				(0.4	)			(10.5	)
	Assets written off			—				—				(0.9	)			—				(0.9	)
	Foreign currency impact			0.4				0.3				—				—				0.7
Balance of provision as of April 24, 2005			$	2.0			$	5.7			$	—			$	—			$	7.7
Transition Period:
	Cash payments			(0.2	)			—				—				—				(0.2	)
	Foreign currency impact			—				(0.1	)			—				—				(0.1	)
Balance of provision as of April 30, 2005			$	1.8			$	5.6			$	—			$	—			$	7.4
Fiscal 2006:
	Charges			5.7				0.8				—				—				6.5
	Adjustments			—				(0.8	)			—				—				(0.8	)
	Cash payments			(6.0	)			(1.3	)			—				—				(7.3	)
	Foreign currency impact			0.2				(0.3	)			—				—				(0.1	)
Balance of provision as of April 30, 2006			$	1.7			$	4.0			$	—			$	—			$	5.7

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							Canada
							and								Asia				Corporate
			United States				CALA				EMEA				Pacific				and Other				Total
Fiscal 2004
	Revenue		$	161.4			$	33.4			$	140.5			$	5.4			$	—			$	340.7
	Contribution margin			60.8				7.9				34.9				0.1				—				103.7
	Shared and unallocated costs			—				—				—				—				(126.0	)			(126.0	)
	Operating earnings (loss)		$	60.8			$	7.9			$	34.9			$	0.1			$	(126.0	)		$	(22.3	)
Fiscal 2005
	Revenue		$	153.5			$	37.2			$	145.5			$	6.0			$	—			$	342.2
	Contribution margin			59.5				13.7				39.7				—								112.9
	Shared and unallocated costs			—				—				—				—				(154.2	)			(154.2	)
	Operating earnings (loss)		$	59.5			$	13.7			$	39.7			$	—			$	(154.2	)		$	(41.3	)
Transition Period
	Revenue		$	1.8			$	0.4			$	1.0			$	—			$	—			$	3.2
	Contribution margin			0.5				—				(0.3	)			(0.1	)			—				0.1
	Shared and unallocated costs			—				—				—				—				(1.8	)			(1.8	)
	Operating earnings (loss)		$	0.5			$	—			$	(0.3	)		$	(0.1	)		$	(1.8	)		$	(1.7	)
Fiscal 2006
	Revenue		$	178.5			$	43.6			$	156.3			$	8.7			$	—			$	387.1
	Contribution margin			73.9				17.1				52.1				0.6				—				143.7
	Shared and unallocated costs			—				—				—				—				(150.4	)			(150.4	)
	Operating earnings (loss)		$	73.9			$	17.1			$	52.1			$	0.6			$	(150.4	)		$	(6.7	)

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											Transition
			2004				2005				Period				2006
Products:
	Platforms and desktop appliances		$	168.1			$	165.1			$	1.3			$	204.3
	Applications			23.9				23.5				0.3				34.2
	Other(1)			15.1				19.1				0.1				22.0
				207.1				207.7				1.7				260.5
Services:
	Maintenance and support			95.4				85.3				1.2				80.9
	Installation			15.8				22.1				0.1				24.6
	Managed services			10.6				10.9				0.2				9.2
	Professional services			11.8				16.2				—				11.9
				133.6				134.5				1.5				126.6
Total			$	340.7			$	342.2			$	3.2			$	387.1

(1)	Other products include mainly OEM products representing approximately four percent, six percent, three percent and six percent of total revenue in fiscal 2004, fiscal 2005, the Transition Period and fiscal 2006 respectively.

										Transition
		2004				2005				Period				2006
Canada		$	25.2			$	26.5			$	0.3			$	30.9
United States			162.8				155.3				1.8				178.9
United Kingdom			124.2				127.3				1.0				130.2
Other foreign countries			28.5				33.1				0.1				47.1
		$	340.7			$	342.2			$	3.2			$	387.1

		April 24, 2005
		Property and								Intangible and
		Equipment				Goodwill				Other Assets
Canada		$	9.5			$	3.8			$	1.9
United States			0.9				0.8				—
United Kingdom			10.2				1.6				—
Other foreign countries			0.3				—				—
		$	20.9			$	6.2			$	1.9

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		April 30, 2005												April 30, 2006
		Property and								Intangible and				Property and								Intangible and
		Equipment				Goodwill				Other Assets				Equipment				Goodwill				Other Assets
Canada		$	9.3			$	3.6			$	5.9			$	10.4			$	4.2			$	6.6
United States			0.9				0.9				—				1.0				0.9				—
United Kingdom			10.1				1.5				—				5.0				1.7				—
Other foreign countries			0.3				—				—				1.0				—				—
		$	20.6			$	6.0			$	5.9			$	17.4			$	6.8			$	6.6

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			October 7,
			2005
Assets
	Cash		$	0.1
	Accounts receivable			0.3
	Fixed assets			—
	Due to affiliates (net)			1.0
Liabilities
	Accounts payable and accrued liabilities			(0.6	)
	Deferred revenue			(0.5	)
			$	0.3

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			Year Ended				Six Days Ended				Year Ended
			April 24, 2005				April 30, 2005				April 30, 2006
Receipts
	Receivables sold		$	64.8			$	—			$	—
	Less dilutions			(1.9	)			—				—
	Less loss on sale of receivables			(0.3	)			—				—
Net proceeds on sale of receivables				62.6				—				—
Service revenue				0.3				—				—
Disbursements:
	Funding of reserves			—				—				—
	Fees			(0.4	)			—				—
			$	62.5			$	—			$	—

		April 24,				April 30,				April 30,
		2005				2005				2006
Prepaid expenses		$	14.9			$	15.7			$	13.6
Other receivables			12.3				12.7				9.5
Deferred charges			—				—				1.6
		$	27.2			$	28.4			$	24.7

		April 24,				April 30,				April 30,
		2005				2005				2006
Raw materials		$	0.7			$	0.7			$	0.9
Finished goods			16.4				16.7				22.7
		$	17.1			$	17.4			$	23.6

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			April 24,				April 30,				April 30,
			2005				2005				2006
Cost:
	Land		$	0.6			$	0.6			$	—
	Buildings			5.0				5.0				—
	Equipment			61.6				61.0				68.8
				67.2				66.6				68.8
Less accumulated depreciation:
	Buildings			0.4				0.4				—
	Equipment			45.9				45.6				51.4
				46.3				46.0				51.4
			$	20.9			$	20.6			$	17.4

		April 24,				April 30,				April 30,
		2005				2005				2006
Balance, beginning of the period		$	5.6			$	6.2			$	6.0
Foreign currency impact			0.6				(0.2	)			0.8
Balance, end of the period		$	6.2			$	6.0			$	6.8

			April 24,				April 30,				April 30,
			2005				2005				2006
Cost:
	Patents, trademarks and other		$	3.5			$	3.6			$	5.4
	Deferred debt issue costs			—				3.9				4.5
				3.5				7.5				9.9
Less accumulated amortization:
	Patents, trademarks and other			1.6				1.6				2.5
	Deferred debt issue costs			—				—				0.8
				1.6				1.6				3.3
			$	1.9			$	5.9			$	6.6

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13.	Bank Indebtedness

14.	Accounts Payable and Accrued Liabilities

		April 24,				April 30,				April 30,
		2005				2005				2006
Trade payable		$	18.0			$	14.9			$	21.0
Employee-related payables			9.3				11.1				11.6
Restructuring, warranty and other provisions			6.3				6.2				5.7
Other accrued liabilities			20.0				23.6				35.0
		$	53.6			$	55.8			$	73.3

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15.	Long-Term Debt

		April 24,				April 30,				April 30,
		2005				2005				2006
Capital leases, at interest rates varying from 1.3% to 11.8%, payable in monthly installments, with maturity dates ranging from 28 to 36 months, secured by the leased assets		$	3.2			$	3.2			$	4.1
Chattel mortgage loan, bearing interest at 6.3%, payable in monthly installments and due in April 2006, secured by certain U.K. equipment			0.6				0.6				—
Mortgage loan, bearing interest at 7.4% until December 2006, with an option to select a fixed or variable interest rate thereafter, payable in quarterly installments of $0.6 (£0.3) fixed until December 2006 with the balance due in December 2011, secured by the U.K. real estate properties			10.8				10.8				—
			14.6				14.6				4.1
Less: current portion			2.8				2.8				1.6
		$	11.8			$	11.8			$	2.5

16.	Convertible Notes

	Senior Secured Convertible Notes

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		April 30,				April 30,
		2005				2006
Balance, beginning of period		$	—			$	46.6
Proceeds on issuance of convertible notes			55.0				—
Less: amount allocated to warrants			(7.7	)			—
Accretion of convertible notes to redemption value			—				1.5
Foreign currency impact			(0.7	)			0.6
Balance, end of period		$	46.6			$	48.7

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											Transition
			2004				2005				Period				2006
Rental expense
	Arms-length		$	8.6			$	8.3			$	—			$	8.1
	Related party			6.7				5.9				0.1				6.5
	Total		$	15.3			$	14.2			$	0.1			$	14.6
Rental income
	Arms-length		$	0.1			$	0.6			$	—			$	0.2
	Related party			4.3				3.6				—				2.8
	Total		$	4.4			$	4.2			$	—			$	3.0

		Future Lease Payments								Future Lease Income
Fiscal year		Arms-length				Related Party				Arms-length				Related Party
2007		$	7.6			$	8.0			$	—			$	0.9
2008			6.4				8.0				0.1				0.2
2009			5.1				8.0				0.1				0.2
2010			3.7				8.0				—				0.2
2011			3.0				6.7				—				0.1
Thereafter			9.2				—				—				—
Total		$	35.0			$	38.7			$	0.2			$	1.6

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		April 24,				April 30,				April 30,
		2005				2005				2006
Balance, beginning of period		$	2.1			$	2.6			$	2.6
Warranty costs incurred			(1.0	)			—				(1.8	)
Warranties issued			1.0				—				1.0
Other			0.5				—				0.2
Balance, end of period		$	2.6			$	2.6			$	2.0

	Research and Development Expenditures

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		April 24,				April 30,				April 30,
		2005				2005				2006
Balance, beginning of the period		$	17.8			$	18.2			$	18.2
Interest accreted during the period			0.4				—				0.5
Balance, end of period		$	18.2			$	18.2			$	18.7

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F-32

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F-33

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			Series A				Series B				Total
Carrying value as of April 25, 2004			$	5.8			$	27.7			$	33.5
Fiscal 2005
Issued in exchange for common shares				—				0.5				0.5
	Less: amount allocated to derivative instrument			—				(0.2	)			(0.2	)
Accreted interest				1.2				4.0				5.2
Carrying value as of April 24, 2005			$	7.0			$	32.0			$	39.0
Transition Period
Accreted interest				—				0.1				0.1
Carrying value as of April 30, 2005			$	7.0			$	32.1			$	39.1
Fiscal 2006
Accreted interest				1.6				4.8				6.4
Carrying value as of April 30, 2006			$	8.6			$	36.9			$	45.5

			April 24,				April 30,				April 30,
			2005				2005				2006
i)   Warrants issued/issuable in connection with government funding
	Balance at beginning of the period		$	28.7			$	39.1			$	39.1
	Government funding received in period — warrants issued			1.9				—				—
	Government funding received in period — no warrants issued			7.2				—				—
	Accrued government funding receivable — no warrants issued			1.3				—				—
Balance at end of the period				39.1				39.1				39.1
ii)  Warrants issued in connection with Series A Preferred Shares				1.0				1.0				1.0
iii) Warrants issued to financing agent				0.1				0.1				0.1
iv) Warrants issued in connection with Senior Secured Convertible Notes				—				7.7				7.7
Total warrants outstanding			$	40.2			$	47.9			$	47.9

	i)	During fiscal 2003, the Company, in conjunction with the Partner Company and the Funding Company, signed an agreement for funding from the Canadian Government (the “TPC Agreement”) for up to C$60.0 of the Funding Company’s, the Partner Company’s and the Company’s research and development activities over a three-year period. Pursuant to the terms of the TPC Agreement, in exchange for funding received from the Government of Canada, the Company has committed to issue warrants to Her Majesty the Queen in Right of Canada exercisable into common shares for no additional consideration. The number of warrants to be issued on September 30 in each of 2003, 2004 and 2005 is determined based on the funding received and the fair market value of the common shares at the date of issuance. The warrants have no expiry date.

	As at April 25, 2004 the Company had issued warrants to acquire 12,986,968 common shares pursuant to the above agreement. During fiscal 2005, an additional 13,862,943 warrants were

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issued at the then fair value of C$1.00 per share, of which 11,481,109 warrants related to $8.7 of government funding that was receivable and received during fiscal 2004, and the remaining 2,381,834 relate to funding received during fiscal 2005. As at April 24, 2005 a total of 26,849,911 warrants had been issued pursuant to the above agreement. Warrants relating to the $7.2 of government funding received in fiscal 2005 were issued in Fiscal 2006 in accordance with the terms of the agreement. Since the Company had reached its maximum funding limit in fiscal 2005, no additional funding was received and no additional warrants were issued in fiscal 2006. The remaining $1.3 of government funding recorded in fiscal 2005 continues to be receivable at April 30, 2006.

	ii)	In connection with the issuance of Series A Preferred Shares in fiscal 2004, the Company issued to the holders of the Series A Preferred Shares warrants to acquire 5,000,000 common shares of the Company. The warrants are exercisable at C$1.25 per common share and have a seven year life. The warrants were valued using the Black-Scholes option pricing model with the following assumptions: seven year life, interest rate of 4.37 percent, volatility of forty percent and no dividends. The warrants are automatically exercisable based on a formula in connection with a Qualified IPO.
	iii)	In connection with the issuance of Series A Preferred Shares in fiscal 2004, the Company issued warrants to the placement agent to acquire 1,000,000 common shares of the Company, as consideration for services rendered in connection with the financing transaction and accounted for them as an issue cost. The fair value of the warrants was estimated based on the fair value of services received. The warrants are exercisable at C$1.00 per share and have a five year life. The warrants expire in connection with a Qualified IPO.
	iv)	As described in Note 16, in connection with the issuance of the Senior Secured Convertible Notes on April 27, 2005, the Company issued to the holders warrants to acquire 16,500,000 common shares of the Company. The warrants are exercisable at any time on or after the earliest of the date of effectiveness of a Qualified IPO, the date of effectiveness of any other public offering of the common shares or upon and following a fundamental change. The warrants are exercisable at a price per share equal to the lower of (i) USD $1.50 and (ii) the arithmetic average of the closing sales prices of the Company’s shares during the first 10 trading days following the date of expiry of any lock-up restrictions entered into by the Company in connection with a Qualified IPO. The warrants expire the later of (i) the 4th anniversary of the issuance date and (ii) if a Qualified IPO occurs prior to the 4th anniversary, the 1st anniversary of the effective date of the Qualified IPO. The Holder may elect, in lieu of making the cash payment upon exercise of the warrants, to receive the “net number” of common shares which equates to the excess of the fair value of the common shares over its exercise price. The relative fair value of the warrants on the date of issuance of $7.7 was allocated from the proceeds on the issuance of the convertible notes and has been recorded as a component of shareholders’ deficiency. The warrants were valued using the Black-Scholes option pricing model with the following assumptions: five year life, interest rate of 3.83 percent, volatility of one hundred percent and no dividends.

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F-36

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			Fiscal 2004								Fiscal 2005
							Weighted								Weighted
							Average								Average
			Number of				Exercise				Number of				Exercise
			Shares				Price				Shares				Price
Outstanding options:
Balance, beginning of period:				16,037,154			$	2.59				4,482,264			$	2.77
	Granted			1,337,087			$	1.76				15,220,873			$	0.81
	Exercised			(5,950	)		$	2.57				—			$	—
	Forfeited			(1,527,436	)		$	2.58				(725,856	)		$	1.54
	Expired			(985,289	)		$	2.69				(497,279	)		$	2.84
	Cancelled			(10,373,302	)		$	2.51				—			$	—
Balance, end of period:				4,482,264			$	2.50				18,480,002			$	1.22
Number of options exercisable				2,462,636			$	2.59				3,017,863			$	2.82
Weighted average fair value of options granted during the period using the minimum value option pricing model							$	0.29							$	0.15

			Transition Period								Fiscal 2006
							Weighted								Weighted
							Average								Average
			Number of				Exercise				Number of				Exercise
			Shares				Price				Shares				Price
Outstanding options:
Balance, beginning of period:				18,480,002			$	1.20				18,456,249			$	1.34
	Granted			—			$	—				5,227,233			$	0.90
	Exercised			—			$	—				(58,174	)		$	2.81
	Forfeited			(15,153	)		$	1.69				(879,766	)		$	1.27
	Expired			(8,600	)		$	2.96				(2,077,004	)		$	3.07
Balance, end of period:				18,456,249			$	1.19				20,668,538			$	1.06
Number of options exercisable				3,102,973			$	2.78				4,947,519			$	1.48
Weighted average fair value of options granted during the year using the minimum value option pricing model							$	—							$	0.14

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April 30, 2006

Total outstanding

Total exercisable

Weighted-

Weighted-

Average

Average

Remaining

Remaining

Number of

Contractual

Number of

Contractual

Exercise Price

Shares

Life

Shares

Life

$0.89

18,759,480

3.6 years

3,598,095

3.4 years

$1.04

246,883

4.9 years

1,250

4.9 years

$1.79

164,500

2.6 years

82,750

2.6 years

$2.45

724,500

1.6 years

492,249

1.6 years

$3.57

773,175

0.7 years

773,175

0.7 years

20,668,538

4,947,519

										Transition
		2004				2005				Period				2006
Net loss, as reported		$	(30.6	)		$	(49.6	)		$	(1.6	)		$	(44.6	)
Stock-based dividend			(0.1	)			—				—				—
Accreted interest on redeemable shares			(1.3	)			(5.6	)			(0.1	)			(6.9	)
Deemed dividend relating to beneficial conversion feature on Series A preferred shares			(1.4	)			—				—				—
Net loss available to common shareholders		$	(33.4	)		$	(55.2	)		$	(1.7	)		$	(51.5	)
Weighted average number of common shares outstanding during the period
Loss per common share — basic and diluted			127,831,211				113,792,829				117,149,933				117,230,198
		$	(0.26	)		$	(0.49	)		$	(0.01	)		$	(0.44	)

										Transition
(Number of shares)		2004				2005				Period				2006
Stock options			19,888				—				—				1,624,155
Warrants			11,278,329				28,475,127				28,686,974				37,695,141
Convertible debentures			2,029,111				—				—				—
Convertible, redeemable preferred shares			477,047				87,789,300				87,789,300				82,820,094
			13,804,375				116,264,427				116,476,274				122,139,390

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F-39

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										Transition
		2004				2005				Period				2006
Foreign exchange gains (losses), net		$	(1.0	)		$	(0.1	)		$	0.2			$	(0.6	)
Interest income			0.4				0.5				—				0.7
Amortization of gain on sale of assets			—				—				—				0.3
		$	(0.6	)		$	0.4			$	0.2			$	0.4

												Transition
				2004				2005				Period				2006
Loss before income taxes:
	Canadian			$	(10.0	)		$	(24.8	)		$	(0.2	)		$	(35.0	)
	Foreign				(20.3	)			(24.0	)			(1.4	)			(11.5	)
				$	(30.3	)		$	(48.8	)		$	(1.6	)		$	(46.5	)
Income tax (expense) recovery:
	Current:
		Canadian		$	—			$	0.8			$	—			$	1.2
		Foreign			(2.0	)			(1.6	)			—				(2.1	)
					(2.0	)			(0.8	)			—				(0.9	)
	Deferred:
		Canadian		$	—			$	—			$	—			$	—
		Foreign			1.7				—				—				2.8
				$	(0.3	)		$	(0.8	)		$	—			$	1.9

										Transition
		2004				2005				Period				2006
Expected tax rate			36.3	%			36.0	%			36.0	%			36.0	%
Expected tax benefit		$	12.8			$	17.5			$	0.6			$	16.7
Foreign tax rate differences			(9.1	)			(7.9	)			(0.5	)			(7.4	)
Tax effect of temporary differences and losses not recognized			(5.9	)			(12.2	)			(0.1	)			(1.6	)
Use of losses not previously recognized			—				9.3				—				5.2
Permanent differences			0.1				(7.0	)			—				(12.4	)
Tax refunds and other adjustments related to prior years			1.8				(0.5	)			—				1.4
Income tax (expense) recovery		$	(0.3	)		$	(0.8	)		$	—			$	1.9

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			April 24,				April 30,				April 30,
			2005				2005				2006
Assets:
	Net operating loss carryforwards		$	75.1			$	74.3			$	55.5
	Allowance for doubtful accounts			2.3				2.3				3.0
	Inventory			0.9				0.9				(0.5	)
	Restructuring and other accrued liabilities			3.3				3.3				5.1
	Pension			7.9				7.8				2.7
	Lease obligations and long-term debt			1.1				1.1				1.3
	Property and equipment			3.8				3.6				6.8
	Intangible and other assets			7.1				7.1				10.4
Total deferred tax assets				101.5				100.4				84.3
Deferred tax liabilities				—				—				—
Total gross deferred tax assets net of total deferred tax liabilities				101.5				100.4				84.3
Valuation allowance				(101.5	)			(100.4	)			(81.5	)
Total deferred tax assets			$	—			$	—			$	2.8

		April 24, 2005								April 30, 2005								April 30, 2006
		Tax				Tax				Tax				Tax				Tax				Tax
Year of Expiry		Losses				Credits				Losses				Credits				Losses				Credits
2006			—				—				—				—				—				—
2007			—				—				—				—				—				—
2008			5.3				—				4.8				—				0.6				—
2009			3.8				—				3.0				—				—				—
2010			52.0				—				51.0				—				32.6				—
2011			65.6				—				65.6				—				58.3				—
2012-2022			119.6				20.4				118.5				20.3				136.3				24.6
Indefinite			74.3				—				74.3				—				44.7				—
Total			320.6				20.4				317.2				20.3				272.5				24.6

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			April 24,				April 30,				April 30,
			2005				2005				2006
Change in accrued pension benefits:
	Benefit obligation at beginning of period		$	103.4			$	103.4			$	121.8
	Service cost			1.8				1.8				1.1
	Interest cost			5.9				5.9				6.2
	Plan participants’ contributions			1.5				1.5				1.2
	Actuarial loss			1.3				1.3				41.0
	Benefits paid			(0.9	)			(0.9	)			(2.3	)
	Foreign exchange			8.8				8.6				(4.9	)
	Benefit obligation at end of period			121.8				121.6				164.1
Change in plan assets:
	Fair value of plan assets at beginning of period			66.1				66.1				82.8
	Actual return on plan assets			7.8				7.8				22.3
	Employer contributions			2.6				2.6				3.6
	Employee contributions			1.5				1.5				1.2
	Benefits paid			(0.9	)			(0.9	)			(2.3	)
	Foreign exchange			5.8				5.8				(3.4	)
	Fair value of plan assets at end of period			82.9				82.9				104.2
Funded status				(38.9	)			(38.7	)			(59.9	)
Unrecognized net actuarial loss				13.5				13.6				19.8
Net pension benefit liability			$	(25.4	)		$	(25.1	)		$	(40.1	)

		April 24,				April 30,				April 30,
		2005				2005				2006
Projected benefit obligation		$	121.8			$	121.6			$	164.1
Accumulated benefit obligation			108.3				108.0				144.3
Fair value of plan assets			82.9				82.9				104.2

										Transition
		2004				2005				Period				2006
Current service cost — defined contribution		$	1.5			$	1.7			$	—			$	1.9
Current service cost — defined benefit			3.6				1.8				—				1.1
Interest cost			5.1				5.9				—				6.2
Expected return on plan assets			(3.9	)			(5.5	)			—				(6.1	)
Recognized actuarial loss			1.3				1.3				—				1.1
Net periodic benefit cost		$	7.6			$	5.2			$	—			$	4.2

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		April 24,				April 30,				April 30,
		2005				2005				2006
Discount rate			5.5%				5.5%				5.0%
Compensation increase rate			2.5%				2.5%				2.75%
Investment returns assumption			7.75%				7.75%				7.25%
Inflation rate			2.50%				2.50%				2.75%
Average remaining service life of employees			20 years				20 years				21 years

		Benefit Payments
2007			1.3
2008			1.4
2009			1.5
2010			1.7
2011			1.8
2012-2016			11.2

		2005				2006				2007
		Actual				Actual				Target
Equities			79	%			81	%			80	%
Bonds			20	%			18	%			20	%
Cash			1	%			1	%			—

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		April 24, 2005								April 30, 2005								April 30, 2006
		Carrying				Fair				Carrying				Fair				Carrying				Fair
		Amount				Value				Amount				Value				Amount				Value
Long-term receivables		$	0.4			$	0.4			$	0.4			$	0.4			$	0.4			$	0.4
Long-term debt		$	14.6			$	14.6			$	14.6			$	14.6			$	4.1			$	4.1
Convertible notes		$	—			$	—			$	46.6			$	55.4			$	48.7			$	55.1

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27.	Supplementary Cash Flow Information

											Transition
			2004				2005				Period				2006
Change in non-cash operating assets and liabilities:
	Accounts receivable		$	(5.2	)		$	7.5			$	4.0			$	(12.4	)
	Other receivables			7.3				(7.3	)			(0.9	)			5.2
	Inventories			8.4				(4.2	)			(0.6	)			(8.0	)
	Income tax receivable			—				—				—				1.2
	Long-term receivables			0.4				—				—				(0.1	)
	Accounts payable and accrued liabilities			0.9				6.6				(0.6	)			8.7
	Long term portion of lease termination obligations			2.6				(1.2	)			—				(2.3	)
	Deferred revenue			0.7				(2.8	)			0.5				(2.5	)
	Change in Pension liability			1.6				0.9				—				(1.7	)
	Due to related parties			5.1				0.5				(1.5	)			9.5
	Income and other taxes payable			2.8				(3.3	)			0.1				(0.7	)
			$	24.6			$	(3.3	)		$	1.0			$	(3.1	)
Interest payments			$	3.8			$	1.8			$	—			$	2.6
Income tax payments			$	—			$	3.5			$	—			$	1.4
Disclosure of non-cash activities during the period:
	Credit note received in exchange for sale of Edict		$	—			$	—			$	—			$	0.3
	Convertible debentures converted to common shares		$	8.3			$	—			$	—			$	—
	Related party loans converted to common shares		$	31.0			$	—			$	—			$	—
	Exchange of common shares for convertible, redeemable preferred shares		$	38.7			$	—			$	—			$	—
	Adjustment to minimum pension liability		$	(3.5	)		$	2.4			$	—			$	(15.0	)
	Warrants issued in connection with financing		$	1.0			$	—			$	7.7			$	—
	Warrants issued to placement agent		$	0.1			$	—			$	—			$	—
	Issuance of shares in exchange for services		$	0.1			$	0.1			$	—			$	0.1
	Stock-based dividends		$	0.1			$	—			$	—			$	—
	Deemed dividend relating to beneficial conversion feature on Series A preferred shares		$	1.4			$	—			$	—			$	—
	Accretion of interest on redeemable common and preferred shares		$	1.3			$	5.6			$	0.1			$	6.9
	Common shares issued in exchange for employee loans		$	—			$	1.3			$	—			$	—

28.	Subsequent Events

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	For purposes of determining any liability under the U.S. Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the U.S. Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
	For the purpose of determining any liability under the U.S. Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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	MITEL NETWORKS CORPORATION

	By:	/s/ Steven E. Spooner

	Steven E. Spooner
	Chief Financial Officer

	Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on November 8, 2006.

Name		Title
*   Donald W. Smith		Chief Executive Officer (Principal Executive Officer) and Director
/s/ Steven E. Spooner   Steven E. Spooner		Chief Financial Officer (Principal Financial and Accounting Officer)
*   Paul A.N. Butcher		President and Chief Operating Officer and Director
*   Dr. Terence H. Matthews		Director
*   Peter D. Charbonneau		Director
*   Kirk K. Mandy		Director
*   Gilbert S. Palter		Director
*   Guthrie J. Stewart		Director
* /s/ Steven E. Spooner   Steven E. Spooner		Attorney-in-Fact

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	MITEL NETWORKS, INC.
	(Authorized United States Representative)

	By:	/s/ Steven E. Spooner

	Steven E. Spooner
	Director

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Exhibit
Number				Description of Exhibit
	1	.1		Form of Underwriting Agreement*
	3	.1		Restated Articles of Incorporation*
	3	.2		By-laws*
	4	.1		Form of Common Share Certificate*
	5	.1		Opinion of Osler, Hoskin & Harcourt LLP regarding legality*
	10	.1		Form of Senior Secured Notes, dated April 27, 2005 (included in Exhibit 10.3)
	10	.2		Form of Noteholder Warrant, dated April 27, 2005 (included in Exhibit 10.3)
	10	.3		Securities Purchase Agreement between the Registrant and Highbridge International LLC (“Highbridge”), Lakeshore International, Ltd. (“Lakeshore”), Marathon Special Opportunity Master Fund, Ltd. (“Marathon”), Fore Master Convertible Fund, Ltd. (together with Highbridge, Lakeshore and Marathon, the “Noteholders”), dated April 27, 2005 (11)++
	10	.4		Registration Rights Agreement between the Registrant and the Noteholders, dated April 27, 2005(6)
	10	.5		General Security Agreement between the Registrant and Highbridge, dated April 27, 2005(6)
	10	.6		Pledge Agreement between Mitel Networks Limited and Highbridge, dated April 27, 2005(6)
	10	.7		Charge Over Book Debts and Cash at Bank between Mitel Networks Limited and Highbridge, dated April 27, 2005(11) ++
	10	.8		Guarantee and Indemnity between Mitel Networks Limited and Highbridge, dated April 27, 2005(6)
	10	.9		Mortgage Debenture between Mitel Networks Limited and Highbridge, dated April 27, 2005(6)
	10	.10		Guarantee and Security Agreement between Mitel Networks, Inc. and Highbridge, dated April 27, 2005(11)++
	10	.11		Guarantee and Security Agreement between Mitel Networks Overseas Limited and Highbridge, dated June 30, 2005(6)
	10	.12		Deed of Guarantee and Subordination among Mitel Networks International Limited, Mitel Networks Overseas Limited and Highbridge, dated June 30, 2005(6)
	10	.13		Deed of Guarantee and Subordination among Mitel Networks International Limited, Mitel Networks Overseas Limited and BNY Trust Company of Canada, dated July 15, 2005(6)
	10	.14		Intellectual Property Security Agreement between the Registrant and BNY Trust Company of Canada, effective April 27, 2005(6)
	10	.15		Series 1 Warrant, dated April 23, 2004**
	10	.16		Series 2 Warrant, dated April 23, 2004**
	10	.17		Registration Rights Agreement among the Registrant, EdgeStone Capital Equity Fund II-B GP, Inc., EdgeStone Capital Equity Fund II Nominee, Inc., Mitel Systems Corporation (now Wesley Clover Corporation), Mitel Knowledge Corporation, Zarlink Semiconductor Inc., Power Technology Investment Corporation, Wesley Clover Corporation and Terence H. Matthews, dated April 23, 2004(7)
	10	.18		Class A Convertible Preferred Share Subscription Agreement among the Registrant, EdgeStone Capital Equity Fund II-B GP, Inc. and EdgeStone Capital Equity Fund II Nominee, Inc., dated April 23, 2004(11)++
	10	.19		Shareholders Agreement among the Registrant, EdgeStone Capital Equity Fund II-B GP, Inc., EdgeStone Capital Equity Fund II Nominee, Inc., Mitel Systems Corporation (now Wesley Clover Corporation), Mitel Knowledge Corporation, Zarlink Semiconductor Inc., Power Technology Investment Corporation, Wesley Clover Corporation and Terence H. Matthews, dated April 23, 2004(7), as amended on June 26, 2006(11)
	10	.20		Integrated Communications Solutions R&D Project Agreement among the Registrant, Mitel Knowledge Corporation, March Networks Corporation, March Healthcare and Her Majesty the Queen in Right of Canada (“Contribution Agreement”), dated October 10, 2002(2)+
	10	.21		Amendment No. 1 to the Contribution Agreement, dated March 27, 2003(4)

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Exhibit
Number				Description of Exhibit
	10	.22		Amendment No. 2 to the Contribution Agreement, dated May 2, 2004(11)
	10	.23		Amendment No. 3 to the Contribution Agreement, dated September 16, 2004(11)
	10	.24		Amendment No. 4 to the Contribution Agreement, dated June 27, 2005(11)
	10	.25		Amendment No. 5 to the Contribution Agreement, dated October 3, 2005(11)
	10	.26		CIBC Warrant, dated April 29, 2004**, as amended August 11, 2006(11)
	10	.27		Employee Stock Option Plan, dated March 6, 2001, as amended(8)
	10	.28		2004 U.S. Employee Stock Purchase Plan(9)
	10	.29		Deferred Share Unit Plan for Executives, effective July 1, 2004(6)
	10	.30		Form of Officer and Director Indemnification Agreement**
	10	.31		Amended and Restated Employment Contract between the Registrant and Donald Smith, dated April 17, 2001 (the “Smith Employment Contract”)(1)+
	10	.32		Agreement Amending the Smith Employment Contract, dated May 5, 2006**
	10	.33		Amended and Restated Employment Contract between the Registrant and Paul Butcher, dated February 16, 2001 (the “Butcher Employment Contract”)(1)+
	10	.34		Agreement Amending the Butcher Employment Contract, dated May 5, 2006**
	10	.35		Employment Contract, dated January 1, 2006, between the Registrant and Steven Spooner**
	10	.36		Employment Contract, dated August 31, 1999, between the Registrant and Graham Bevington (the “Bevington Employment Contract”)**
	10	.36(a)		Alterations to the Bevington Employment Contract, dated July 20, 2001**
	10	.37		Form of Global Mitel Employment Agreement**
	10	.38		Employment Contract, dated February 21, 2005, between the Registrant and Kevin Bowyer**
	10	.39		Letter agreement, dated March 1, 2002, between Terence H. Matthews and Paul Butcher (the “Butcher Letter Agreement”)(10)
	10	.40		Amendment No. 1 to the Butcher Letter Agreement, dated May 1, 2006(10)
	10	.41		Letter agreement, dated March 1, 2002, between Terence H. Matthews and Donald Smith (the “Smith Letter Agreement”) (10)
	10	.42		Amendment No. 1 to the Smith Letter Agreement, dated May 1, 2006(10)
	10	.43		Letter agreement, dated May 1, 2006, between Terence H. Matthews and Peter D. Charbonneau(10)
	10	.44		Union Agreement between Mitel Networks Solutions, Inc. and the International Brotherhood of Electrical Workers, AFLCIO, dated October 1, 2004(11)++
	10	.45		Cap/Floor Collar Transaction Agreement between the Registrant and JPMorgan Chase Bank, N.A., dated October 3, 2005(6)
	10	.46		ISDA Master Agreement between the Registrant and JPMorgan Chase Bank, N.A., dated September 25, 2005(6)
	10	.47		Supply Agreement among the Registrant, Mitel Networks, Inc., Mitel Networks Limited, Ridgeway Research Corporation (now Breconridge Manufacturing Solutions Corporation), Breconridge Manufacturing Solutions, Inc., Breconridge Manufacturing Solutions Limited (“Breconridge Supply Agreement”), dated August 30, 2001(1)+
	10	.48		Amendment No. 1 to the Breconridge Supply Agreement, dated February 27, 2003(3)+
	10	.49		Supply Agreement between the Registrant and Mitel Corporation (now Zarlink Semiconductor Inc.) (“Supply Agreement”), dated February 16, 2001(1)+
	10	.50		Amendment No. 1 to the Supply Agreement, dated October 24, 2001(1)+
	10	.51		Amendment No. 2 to the Supply Agreement, dated April 23, 2004(4)
	10	.52		Receivables Purchase Agreement among the Registrant, Mitel Networks, Inc. and Mitel Networks Solutions, Inc., The Canada Trust Company and Efficient Capital Corporation, dated April 16, 2004(4)++
	10	.53		Intellectual Property License Agreement between the Registrant and Mitel Corporation (now Zarlink Semiconductor Inc.) (“License Agreement”), dated February 16, 2001(1) +

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Exhibit
Number				Description of Exhibit
	10	.54		Amendment No. 1 to the License Agreement, dated October 24, 2001(1)
	10	.55		Non Competition and Non Solicitation Agreement between Mitel Corporation, Mitel Semiconductor V.N. Inc., Mitel Semiconductor Limited, Mitel Semiconductor Inc., 3755461 Canada Inc., the Registrant and Mitel Research Park Corporation, dated February 16, 2001(1)
	10	.56		Strategic Alliance Agreement among the Registrant, Mitel Networks Limited, Mitel Networks International Limited and March Networks (“Strategic Alliance Agreement”), dated September 21, 2001(1)
	10	.57		Amendment No. 1 to the Strategic Alliance Agreement, dated September 20, 2003(4)
	10	.58		Amendment No. 2 to the Strategic Alliance Agreement, dated September 20, 2004(6)
	10	.59		Contract for the Sale of Freehold Land and Building Subject to Leases and the Leaseback of Part of the Building, dated August 24, 2005(6)
	10	.60		Lease Agreement between Mitel Networks Limited and Breconridge Manufacturing Solutions Limited, dated September 14, 2001(1)
	10	.61		Lease Agreement between the Registrant and Mitel Research Park Corporation (now Brookstreet Research Park Corporation), dated March 27, 2001(1)
	10	.62		Sublease Agreement between the Registrant and Ridgeway Research Corporation (now Breconridge Manufacturing Services Corporation) (“Sublease”), dated August 31, 2001(1) +
	10	.63		Amendment No. 1 to the Sublease, dated May 31, 2002(1)
	10	.64		Securities Purchase Agreement between the Registrant and Wesley Clover Corporation, dated September 21, 2006(11) ++
	10	.65		Amendment No. 6 to the Contribution Agreement, dated October 31, 2006
	10	.66		2006 Equity Incentive Plan(11)
	23	.1		Consent of Deloitte & Touche LLP
	24	.1		Powers of Attorney**

*	To be filed by amendment.

**	Previously filed.

(1)	Incorporated by reference to the Registrant’s Registration Statement on Form 20-F, filed with the Commission on August 26, 2002.
(2)	Incorporated by reference to Amendment No. 2 to the Registrant’s Registration Statement on Form 20-F, filed with the Commission on December 13, 2002.
(3)	Incorporated by reference to the Registrant’s Annual Report on Form 20-F, filed with the Commission on August 1, 2003.
(4)	Incorporated by reference to the Registrant’s Annual Report on Form 20-F, filed with the Commission on August 31, 2004.
(5)	Incorporated by reference to Amendment No. 1 to the Registrant’s Annual Report on Form 20-F, filed with the Commission on December 23, 2004.
(6)	Incorporated by reference to the Registrant’s Annual Report on Form 20-F, filed with the Commission on October 24, 2005.
(7)	Incorporated by reference to the Schedule 13D (the Registrant as issuer) filed with the Commission on May 3, 2004 by EdgeStone Capital Equity Fund II-A, L.P.; EdgeStone Capital Equity Fund II-US, L.P.; EdgeStone Capital Equity Fund II-US-Inst., L.P.; National Bank Financial & Co. Inc.; EdgeStone Capital Equity Fund II-A GP, L.P.; EdgeStone Capital Equity Fund II US GP, L.P.; EdgeStone Capital Equity Fund II-US-Inst. GP, L.P.; EdgeStone Capital Equity Fund II-A GP, Inc.; EdgeStone Capital Equity Fund II-US Main GP, Inc.; EdgeStone Capital Equity Fund II-US-Inst. GP, Inc.; Samuel L. Duboc; Gilbert S. Palter; Bryan W. Kerdman; Sandra Cowan; and EdgeStone Capital Equity Fund II-B GP, Inc.
(8)	Incorporated by reference to the Form S-8 of the Registrant, dated March 6, 2006, filed with the Commission on March 6, 2006.

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(9)	Incorporated by reference to the Form S-8 of the Registrant, dated November 29, 2004, filed with the Commission on November 29, 2004.
(10)	Incorporated by reference to Amendment No. 1 to the Schedule 13D (the Registrant as issuer) filed with the Commission on May 5, 2006 by Terence H. Matthews, Wesley Clover Corporation and Celtic Tech Jet Limited.
(11)	Incorporated by reference to the Registrant’s Annual Report on Form 20-F, filed with the Commission on October 31, 2006.

	+	Portions of this document have been granted “Confidential Treatment” by the Secretary of the Securities and Exchange Commission.

	++	Portions of this document are subject to a pending Confidential Treatment Request filed with the Secretary of the Securities and Exchange Commission and have been filed separately with the Securities and Exchange Commission.

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