UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011
Commission File No.: 000-29916
AMERICAN BONANZA GOLD CORP.
(Exact name of Registrant as specified in its charter)
British Columbia, Canada
(Jurisdiction of incorporation or organization)
Suite 1238 – 200 Granville Street, Vancouver, British Columbia, Canada, V6C 1S4
(Address of principal executive offices)
Catherine Tanaka, Corporate Secretary
Tel: 604-688-7511
Fax: 604-681-0122
Email:ctanaka@americanbonanza.com
Suite 1238 – 200 Granville Street, Vancouver, British Columbia, Canada, V6C 1S4
(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:None
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Common Shares, Without Par Value
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None
Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of December 31, 2011:198,549,355 Common Shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [ X ]
If this is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes [ ] No [ X ]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ ] No [ ]
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.
| Large accelerated filer [ ] | Accelerated filer [ ] | Non-accelerated filer [ X ] |
Indicate by checkmark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| International Financial Reporting Standards as issued | ||
| US GAAP [ ] | by the International Accounting Standards Board [ X ] | Other [ ] |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 [ ] Item 18 [ ]
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [ X ]
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EXPLANATORY NOTE
This Amendment No. 1 (the “Amendment No. 1”) to the Annual Report on Form 20-F for the fiscal year ended December 31, 2011 originally filed with the Securities and Exchange Commission (the “SEC”) on April 2, 2012 (“2011 Form 20-F”) has been amended to include the Mine Safety Disclosure exhibit.
Except as provided above, no other changes have been made to the 2011 Form 20-F or the Company’s audited financial statements as included in the 2011 Form 20-F. Amendment No. 1 does not reflect events occurring after the filing of the 2011 Form 20-F. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the complete texts of Items 19 is repeated in this Amendment No. 1.
This Amendment No. 1 consists solely of the preceding cover page, this explanatory note, Items 19, the signature page, the restated exhibits 12.1, 12.2, 13.1 and 13.2, and exhibit 16.1.
| ITEM 19. | EXHIBITS |
| Exhibit | ||
| Number | Description | |
| 1.0 | Articles of the Corporation – American Bonanza Gold Corp.(1) | |
| 2.0 | Stock Option Plan dated March 24, 2005 – approved by the shareholders of Old Bonanza and Taurus on March 24, 2005.(1) | |
| 4.1 | Employment Agreement for Brian Kirwin.(2) | |
| 4.2 | Purchase Agreement between the Corporation and Balmoral Resources Ltd. dated November 3, 2010(3) | |
| 4.3 | Purchase Agreement between the Corporation and NJB Mining, Inc. dated May 12, 2010.(4) | |
| 4.4 | Agency Agreement between the Corporation and Wellington West Capital Markets Inc. (“Wellington”) dated January 17, 2011(4) | |
| 4.5 | Underwriting Agreement between the Corporation and Wellington West dated September 14, 2011(4) | |
| 4.6 | Secured promissory note and guaranty Corporation, Bonanza Explorations Inc. and Resource Income Fund L.P. (“RIF) dated, February 14, 2012(4) | |
| 4.7 | Pledge Agreement between the Corporation and RIF dated February 14, 2012(4) | |
| 4.8 | Security Agreement between the Corporation and RIF dated February, 2012(4) | |
| 4.9 | Security Agreement between the Bonanza Explorations Inc. and RIF dated February 14, 2012(4) | |
| 4.10 | Master Purchase Contract and Bill of Sale Agreement between the Corporation and Auramet Trading, LLC dated February 14, 2012(4) | |
| 8.0 | List of Principal Subsidiaries: Bonanza Exploration Inc. (Nevada) | |
| 11.0 | Code of Ethics.(1) | |
| 12.1 | Section 302 Certification by Chief Executive Officer. | |
| 12.2 | Section 302 Certification by Chief Financial Officer. | |
| 13.1 | Section 906 Certification by Chief Executive Officer. | |
| 13.2 | Section 906 Certification by Chief Financial Officer. | |
| 16.1 | Mine Safety Disclosure |
| (1) | Previously filed with the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2005 filed with the SEC on April 10, 2006. |
| (2) | Previously filed with the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2003 filed with the SEC on February 3, 2005. |
| (3) | Previously filed with the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2010 filed with the SEC on April 6, 2011. |
| (4) | Previously filed with the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2011 filed with the SEC on April 4, 2012. |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
AMERICAN BONANZA GOLD CORP.
| By: | “Catherine Tanaka” | |
| Catherine Tanaka | ||
| Officer and Corporate Secretary |
Date: April 5, 2012
