George Smith will lead a second-string Wallabies side in their final World Cup Pool match against Canada.

Coach John Connolly has decided to rest the majority of his top line players with just Smith, lock Nathan Sharpe, wing Lote Tuqiri and utility back Adam Ashley-Cooper included – the rest fringe players given an opportunity to press their claims.

"Having won the pool we have a great opportunity to rest a few players and give some of the other squad members some exposure to the World Cup," Connolly said.

"We've already experienced injuries on this tour and providing some more game time for players outside of the regular 22 will stand us in good stead if we need to call on them later in the tournament."

Fullback Cameron Shepherd, who was called in as a late replacement for Mark Gerrard, will make his first appearance at the World Cup while No 8 David Lyons will play his first game since July after recovering from deep vein thrombosis.