OMB APPROVAL | |||
UNITED STATES | OMB Number: | 3235-0058 | |
SECURITIES AND EXCHANGE COMMISSION | Expires: | June 30, 2012 | |
Washington, D.C. 20549 | Estimated average burden hours per response | 2.50 | |
FORM 12b-25 | SEC FILE NUMBER | ||
NOTIFICATION OF LATE FILING | CUSIP NUMBER | ||
(Check one): | [ ] | Form 10-K | [ X ] | Form 20-F | [ ] | Form 11-K | [ ] | Form 10-Q | [ ] | Form 10-D | [ ] | Form N-SAR | [ ] | Form N-CSR |
For Period Ended: | February 29, 2012 |
[ ] | Transition Report on Form 10-K | |
[ ] | Transition Report on Form 20-F | |
[ ] | Transition Report on Form 11-K | |
[ ] | Transition Report on Form 10-Q | |
[ ] | Transition Report on Form N-SAR |
For the Transition Period Ended: |
Read Instruction (on back page) Before Preparing Form. Please print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
OROMIN EXPLORATIONS LTD. |
Full Name of Registrant |
Former Name if Applicable |
1055 West Hastings Street, Suite 2000 |
Address of Principal Executive Office (Street and Number) |
Vancouver, British Columbia V6E 2E9 |
City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
[ X ] | (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
(b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |
(c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
(Attach extra Sheets if Needed)
Completion of documentation of management's conclusions about the effectiveness of ICFR requires several more days. The new four month filing timeline was not sufficiently planned for.
PART IV — OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this notification |
Ian Brown | 604 | 331-8772 | |||
(Name) | (Area Code) | (Telephone Number) |
(2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s). |
[ X ] | Yes | [ ] | No |
(3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof ? |
[ X ] | Yes | [ ] | No |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
OROMIN EXPLORATIONS LTD. |
(Name of Registrant as Specified in Charter) |
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date | July 3, 2012 | By | "Ian Brown" | |||
Ian Brown, Chief Financial Officer |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
GENERAL INSTRUCTIONS
1. | This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934. |
2. | One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files. |
3. | A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered. |
4. | Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification. |
5. | Electronic Filers: This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit reports within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter). |
6. | Interactive data submissions. This form shall not be used by electronic filers with respect to the submission or posting of an Interactive Data File (§232.11 of this chapter). Electronic filers unable to submit or post an Interactive Data File within the time period prescribed should comply with either Rule 201 or 202 of Regulation S-T (§232.201 and §232.202 of this chapter). |
Explanation of anticipated changes pursuant to Part IV Item (3)
The Registrant has commenced preparing its financial statements under IFRS for the fiscal year ended February 29, 2012, with comparative information for the prior fiscal year ended February 28, 2011. In adopting IFRS, the Registrant has experienced two significant changes to its results of operations from the corresponding period for the last fiscal year which will be reflected in its earnings statements. These are:
1) | The Registrant is no longer required to provide a reconciliation of its financial statements from its home country basis of accounting to US GAAP. | |
2) | Upon adopting IFRS, the Registrant has changed its method of accounting for a mineral exploration joint venture from the proportionate consolidation basis to the equity accounting basis. |
Pursuant to item 1) preceding, in its Annual Report in Form 20-F for its previous fiscal year ended February 28, 2011 the Registrant reported a net loss under its home country GAAP of $6,965,552 and under US GAAP of $27,618,998. The difference of $20,653,446 comprises exploration expenses capitalized under home country GAAP and required to be expensed under US GAAP. [These amounts are expressed in Canadian dollars.]
In its Annual Report in Form 20-F for the most recent fiscal year ended February 29, 2012 no such adjustment for exploration expenses capitalized will be made. Accordingly, the net loss to be reported for fiscal 2012 will be not comparable to that reported in the previous year for fiscal 2011.
Pursuant to item 2) preceding, upon the transition to IFRS, for the fiscal year ended February 28, 2011 the Registrant removed a total of $1,770,237 in current assets and a total of $6,719,066 of non-current assets from its statement of financial position (balance sheet), and a total of $1,083,900 in current liabilities and $7,405,403 in equity. Details of these amounts are set out in Note 19 to the Registrant’s consolidated financial statements which will be filed with the Form 20-F for the year ended February 29, 2012.