Peru Copper (CUP) 40-F 2006 FY Annual report (Canada)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

o REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

or

þ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended: December 31, 2006

001-32461
(Commission file number)

PERU COPPER INC.

(Exact name of Registrant as specified in its charter)

Canada	1000	None
(Province or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)
625 Howe Street, Suite 1050		CT Corporation
Vancouver, BC		111 Eighth Avenue
Canada V6C 2T6		New York, NY 10011
(604) 689-0234		(212) 590-9330
(Address and telephone number of		(Name, address and telephone number of
Registrant’s principal executive office)		agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of class	Name of Exchange on which registered
Common Shares	American Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this form:

     þ   Annual Information Form      þ    Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the close of the periods covered by the annual report:

As at December 31, 2006, 119,208,624 Common Shares without par value were 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”). If “Yes” is marked, indicate the file number assigned to the Registrant in connection with such rule.

Yes   o       No   þ

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant has been required to file such reports); and (2) has been subject to such filing requirements in the past 90 days.

Yes   þ       No   o

TABLE OF CONTENTS

Renewal AIF for the year ended December 31, 2006

Consolidated Financial Statements

M,D & A

Section 302 C.E.O. Certification

Section 302 C.F.O. Certification

Section 906 C.E.O. Certification

Section 906 C.F.O. Certification

Consent of PricewaterhouseCoopers LLP

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Matters discussed in this annual report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “will,” “may,” “should” and similar expressions identify forward-looking statements. Forward-looking statements include statements regarding:

• strategies, outlook and growth prospects;

• future plans and potential for future growth;

• liquidity, capital resources and capital expenditures;

• growth in demand for our products;

• economic outlook and industry trends;

• developments of our markets;

• the impact of regulatory initiatives; and

• the strength of our competitors.

     The forward-looking statements in this annual report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including, without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control and we may not achieve or accomplish these expectations, beliefs or projections. In addition to these important factors and matters discussed elsewhere herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the achievement of the anticipated levels of profitability, growth, cost and synergy of future acquisitions of mining concessions and properties, the impact of competitive pricing, the ability to obtain necessary regulatory approvals, the condition of the Peruvian economy, political stability in Peru, the impact of general business and global economic conditions and other important factors described herein and from time to time in the reports filed by us with the Securities and Exchange Commission.

     Except to the extent required by law, neither we, nor any of our agents, employees or advisors intend or have any duty or obligation to supplement, amend, update or revise any of the forward-looking statements contained in this annual report.

PRINCIPAL DOCUMENTS

     The following documents have been filed as part of this Annual Report on Form 40-F:

A. RENEWAL ANNUAL INFORMATION FORM

     The Renewal Annual Information Form of Peru Copper Inc. (“Peru Copper” or the “Company”) for the year ended December 31, 2006, is filed herewith as Exhibit 99.1.

B. AUDITED ANNUAL FINANCIAL STATEMENTS

     Peru Copper’s audited consolidated financial statements, for the years ended December 31, 2006 and 2005, including the auditor’s report with respect thereto is filed herewith as Exhibit 99.2. For a reconciliation of important differences between Canadian and United States generally accepted accounting principles, see Note 9 of the Notes to the audited consolidated financial statements.

C. MANAGEMENT’S DISCUSSION AND ANALYSIS

     Peru Copper’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2006 is filed herewith as Exhibit 99.3.

DISCLOSURE CONTROLS AND PROCEDURES

     The Company has performed an evaluation of its disclosure controls and procedures (as defined by Exchange Act rule 13a-15(e)), as of December 31, 2006. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures are effective in providing reasonable assurances that material information required to be in this annual report is made known to them by others on a timely basis.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

     Peru Cooper’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. With the participation of the Chief Executive Officer and the Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2006. Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Also, projections, of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

     This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

     During the year ended December 31, 2006, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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AUDIT COMMITTEE FINANCIAL EXPERT

     The Company’s board of directors has determined that we have at least one audit committee financial expert serving on our audit committee, John P. Fairchild, who is independent within the meaning of Section 121 A of theAmerican Stock Exchange Company Guide.

CODE OF ETHICS

     We have adopted a Code of Business Conduct and Ethics that sets forth standards of conduct for our employees, officers and directors. It deals with matters such as conflicts of interest including trading in our securities, outside business dealings, and protection and use of Company assets. It also requires that we compete fairly and lawfully and sets forth requirements for dealing with customers, suppliers, competitors and public officials. It sets forth guidelines regarding political activities and mandates fair, nondiscriminatory treatment of employees and applicants for employment. It also summarizes our policies regarding health, safety and the environment and several other matters. Finally, it deals with violations and disciplinary action. This Code of Business Conduct and Ethics is available on our website at www.perucopper.com. A copy of our Code of Business Conduct and Ethics will be provided, free of charge, to any person upon request. Requests should be addressed to Patrick De Witt, Director of Investor Relations, at (604) 689-0234 or patrick@perucopper.com.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

     In respect of work undertaken for the fiscal year ended December 31, 2006, the Company paid or accrued the following amounts of fees to PricewaterhouseCoopers LLP, Chartered Accountants, the Company’s external auditors, for the following categories of services:

	Amount Paid or Incurred
Type of Fees	$		Percentage of Services %
Audit fees		130,622		47
Audit-related fees		15,021		6
Tax fees		12,240		4
All other fees		119,500		43
Total fees		277,383		100	%

     In respect of work undertaken for the fiscal year ended December 31, 2005, the Company paid or accrued the following amounts of fees to PricewaterhouseCoopers LLP, Chartered Accountants, the Company’s external auditors, for the following categories of services:

	Amount Paid or Incurred
Type of Fees	$		Percentage of Services %
Audit fees		182,652		95
Audit-related fees		3,963		2
Tax fees		6,352		3
All other fees		—		—
Total fees		192,967		100	%

     The categories of fees, other than audit fees, are:

Audit- related fees - Fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements in each fiscal year reported on and that are not reported as audit fees.

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Tax fees	-	Fees billed for tax compliance, tax advice, and tax planning services in each fiscal year reported on.
All other fees	-	Fees billed for products and services provided by the principal accountant other than services reported under the three categories above in each fiscal year reported on.

     Pre-Approval Policies and Procedures

     As required by Rule 2-01(c)(7)(i) of Regulation S-X, before the accountant was engaged by the Company to render audit or non-audit services, the Company’s audit committee approved the engagement.

OFF-BALANCE SHEET ARRANGEMENTS

     We have no off-balance sheet arrangements.

CONTRACTUAL OBLIGATIONS

     Table of Contractual Obligations

     The following table summarizes our contractual obligations at December 31, 2006 (dollars in millions).

	Payment due by period
						2008 to		2010 to		2012 and
	Total			2007		2009		2011		Thereafter
Contractual Obligations	$			$		$		$		$
Purchase obligations		19.1	(1)		6.1		9.1		3.9		—
Operating Lease		—			—		—		—		—
Toromocho Agreement:
Required spending		—			—		—		—		—
Exercise of option		30			—		30		—		—
Total		49.1			6.1		39.1		3.9		—

(1) Of this amount, $13.1 million became a contractual commitment in January 2007, upon the fulfillment of certain conditions pursuant to the Company’s agreement with Austria Duvaz. Of the $13.1 million, $3.5 million is due and payable in 2007, $5.7 million is due and payable in the 2008 to 2009 period and $3.9 million is due and payable in the 2010 to 2011 period.

     We will be required to provide a performance bond or letter of credit of $30 million in order to exercise an option pursuant to the Toromocho Option Agreement, which provides our rights to certain mining concessions in Peru. We are not contractually bound to make the annual required spending until we elect to do so at the start of each contractual year and we are not contractually bound to exercise the option. However, it is currently our intent to do so; therefore we have included such amounts in the above table.

     In addition, we have lease agreements for three properties in Peru. The monthly rent for one property is $2,100 and the lease terminates on May 9, 2006, for the second property the monthly rent is $2,225 and the lease terminates on September 30, 2007, and for the third property the monthly rent is $1,500 with the lease terminating on May 15, 2007. We also lease office space in Vancouver, British Columbia as part of our management services agreement with Pathway Capital Ltd., of which Mr. David E. De Witt, one of our directors, is a director and President. The initial one-year term of our management services agreement, which started on November 1, 2004, has been extended for an additional period of one year from November 1, 2006. Pathway Capital Ltd. provides certain management services including, but not limited to, secretarial services, general administrative and shareholder

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services. The agreement provides for hourly reimbursements for certain specified staff and reimbursement of out-of-pocket expenses, including C$1,250 per month attributable to overhead, which includes office space.

IDENTIFICATION OF THE AUDIT COMMITTEE

     See “Audit Committee” in the Annual Information Form for the year ended December 31, 2006, which is included as Exhibit 99.1 to this Annual Report on Form 40-F.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A.Undertaking

     Peru Copper undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the staff of the Securities and Exchange Commission, and to furnish promptly, when requested to do so by the SEC staff, information relating to 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

Peru Copper has previously filed a Form F-X with the SEC on March 28, 2006.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

Date: March 30, 2007

PERU COPPER INC.

/s/ Gerald Wolfe

Gerald Wolfe

President, Chief Executive Officer and Director

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EXHIBITS

Exhibits	Description
99.1	Renewal Annual Information Form for the year ended December 31, 2006
99.2	Consolidated Financial Statements for the year ended December 31, 2006
99.3	Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2006
99.4	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.5	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.6	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.7	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.8	Consent of PricewaterhouseCoopers LLP