SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
[ X ]ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002 Commission File Number 1-31561
WHEATON RIVER MINERALS LTD.
(Exact name of registrant as specified in its charter)
ONTARIO, CANADA | 1041 | NONE |
(Province or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
SUITE 1560, WATERFRONT CENTRE, 200 BURRARD STREET
VANCOUVER, BRITISH COLUMBIA V6C 3L6 CANADA
(604) 696-3000
(Address and telephone number of Registrant's principal executive offices)
Jonathan C. Guest
Perkins, Smith & Cohen, LLP
One Beacon Street, 30th floor
Boston, MA 02108
(617) 854-4000
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
---------------------
Copies to:
Mark T. Bennett
Cassels Brock & Blackwell LLP
Suite 2100, Scotia Plaza
40 King Street West
Toronto, ON M5H 3C2
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of exchange
on which registered
Common Shares
American Stock Exchange
Toronto Stock Exchange
Series "A" Common Share Purchase Warrants
American Stock Exchange
Toronto Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: Common Shares.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Common Shares and Series "A" Common Share Purchase Warrants.
For annual reports, indicate by check mark the information filed with this Form.
[ X ] Annual information form [ X ] Audited annual financial statements
At December 31, 2002, there were 190,400,580 Common Shares issued and outstanding.
Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the "Exchange Act").
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 ______
DOCUMENTS INCLUDED IN THIS FORM
1.
Annual Information Form of the Registrant for the fiscal year ended December 31, 2002.
2.
Management's Discussion and Analysis of Results of Operation and Financial Condition of the Registrant for the year ended December 31, 2002.
3.
Audited Consolidated Financial Statements of the Registrant for the year ended December 31, 2002, including a reconciliation to United States generally accepted accounting principles.
CONTROLS AND PROCEDURES
A.
Evaluation of Disclosure Controls and Procedures
Based on their evaluation as of a date within 90 days of the filing date of this report (the “Evaluation Date”), Wheaton River Minerals Ltd.’s Chief Executive Officer and Chief Financial Officer have concluded that Wheaton River Minerals Ltd.’s disclosure controls and procedures (as defined in Rule 13a-14(c) and 15(d)-14(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are effective to ensure that information required to be disclosed by Wheaton River Minerals Ltd. in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Commission rules and forms.
B.
Changes in Internal Controls
Since the Evaluation Date there have been no significant changes in Wheaton River Minerals Ltd.’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation including any corrective actions with regard to significant deficiencies and material weaknesses.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A.
Undertaking
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Securities and Exchange Commission (the "Commission") staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
B.
Consent to Service of Process
The Registrant has previously filed with the Commission a Form F-X in connection with the filing of its Registration Statement on Form F-10, file no. 333-103564.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly cause this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: May 13, 2003
WHEATON RIVER MINERALS LTD.
By: /s/ T. Derek Price
T. Derek Price
Vice President, Finance and Chief
Financial Officer
CERTIFICATIONS
I, Ian Telfer, Chief Executive Officer, Wheaton River Minerals Ltd., certify that:
1.
I have reviewed this annual report on Form 40-F of Wheaton River Minerals Ltd.;
2.
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-14 and 15d-14) for the registrant and have:
a.
designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b.
evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c.
presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (and persons performing the equivalent function):
a.
all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b.
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6.
The registrant’s other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: May 13, 2003
/s/ Ian Telfer
Ian Telfer
Chief Executive Officer (principal executive officer)
CERTIFICATIONS
I, T. Derek Price, Chief Financial Officer, Wheaton River Minerals Ltd., certify that:
1. I have reviewed this annual report on Form 40-F of Wheaton River Minerals Ltd.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b. evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c. presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (and persons performing the equivalent function):
a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6. The registrant’s other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: May 13, 2003
/s/ T. Derek Price
T. Derek Price
Chief Financial Officer (principal financial officer)
EXHIBITS
99.1
Consent of Deloitte & Touche LLP, independent chartered accountants.
99.2 Consent of Watts, Griffis and McOuat Limited.
99.3
Consent of Micon International Limited.
99.4
Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
