SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
| þ | Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 |
or | |
| □ | Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 |
| For Fiscal year ended: NOT APPLICABLE | Commission File number: | ||
LUNDIN MINING CORPORATION | |||
| (Exact name of registrant as specified in its charter) | |||
| Canada | 1040 | Not Applicable | |
| (Province or other jurisdiction of | (Primary Standard Industrial | (I.R.S., employer identification | |
| incorporation or organization) | classification code number, if | number, if applicable) | |
| applicable) | |||
Suite 2101
855 West Georgia Street
Vancouver, British Columbia
Canada V6C 3E8
(604) 689-7842
(Address and telephone number of registrant's principal executive office)
CT Corporation System
111 Eighth Avenue
New York, New York
10011
(212) 894-8700
(Name, address and telephone number of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class: | Name of each 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:
| □ Annual Information Form | □ Audited Annual Financial Statements |
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:
NOT APPLICABLE
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 Rule12g3-2(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 □ | No þ |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13(d) or 15(d) of the Exchange Act during the proceeding 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 in the past 90 days.
| Yes □ | No þ |
CAUTIONARY NOTE TO U.S. INVESTORS
The Commission allows mining companies, in their filings with the Commission, to disclose only those mineral deposits that they can economically and legally extract or produce. In certain of the exhibits to this registration statement on Form 40-F, the Registrant uses terms such as "mineral resources", "measured resources", "indicated resources" and "inferred resources" that are recognized and mandated by Canadian securities regulators but are not recognized by the Commission. U.S. investors are urged to consider closely the disclosure on the technical terms in the "Glossary and definitions" section of Exhibit 99.83, the Registrant's Annual Report for the fiscal year December 31, 2005.
OFF-BALANCE SHEET ARRANGEMENTS
The Registrant's only material off-balance sheet arrangements as of December 31, 2005 are described below.
Currency hedging and hedging of metal prices
The Registrant had no outstanding currency hedging contracts as of December 31, 2005. As of the same date, Lundin Mining had entered into the following metal hedging contracts for the purpose of managing commodity price risk. Approximately 35% of the expected payable copper production for 2006 has been hedged. The corresponding amount for lead was approximately 25%. The Registrant had no outstanding zinc hedging contracts as of the same date.
| Q1-2006 | Q2-2006 | Q3-2006 | Q4-2006 | Total | ||
| volume | |||||
| 2006 | |||||
| Copper | Volume |
| ||||
| (tonnes) | 1,275 | 1,300 | 800 | 625 | 4,000 | |
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| Forward sales | US$/pound | 1.74 | 1.74 | 1.74 | 1.74 | |
| US$/tonne | 3,825 | 3,825 | 3,825 | 3,825 | ||
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| Lead | Volume |
| ||||
| (tonnes) | 3,000 | 3,000 | 3,000 | 3,000 | 12,000 | |
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| Bought Put | US$/pound | 0.43 | 0.39 | 0.37 | 0.38 | |
| Options | US$/tonne | 940 | 850 | 825 | 840 | |
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| Sold Call | US$/pound | 0.50 | 0.48 | 0.48 | 0.49 | |
| Options | US$/tonne | 1,110 | 1,050 | 1,050 | 1,080 |
The mark-to-market valuation of the outstanding contracts created an unrealized loss for accounting purposes of $2.1 million as of December 31, 2005.
CONTRACTUAL OBLIGATIONS
The following table summarizes the contractual obligations of the Registrant as of December 31, 2005:
| Payments Due by Period | ||||||||
| Total | Less than | 2-3 Years | 4-5 Years | More than | ||||
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| 1 Year |
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| 5 Years | ||||
| (In thousands of US dollars) | ||||||||
Long-term debt obligations | – | – | – | – | – | ||||
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Capital (finance) lease obligations | 1,547 | 297 | 588 | 588 | 74 | ||||
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Operating lease obligations | 1,605 | 993 | 609 | 3 |
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Asset retirement obligations and other provisions | 16,093 |
| 803 |
| 15,290 | ||||
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Provisions for pensions | 12,111 | 468 | 936 | 936 | 9,771 | ||||
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Total cash payments | 31,356 | 1,758 | 2,936 | 1,527 | 25,135 | ||||
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Deferred revenue* | 55,667 |
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Future income tax liabilities* | 34,488 |
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Total | 121,511 |
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* These are non cash items (provisions) which are accounted for on a unit of production basis.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. Undertaking
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by 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; or transactions in said securities.
B. Consent to Service of Process
Concurrently with the filing of this registration statement on Form 40-F, the Registrant has filed with the Commission a written irrevocable consent and power of attorney on Form F-X.
Any change to the name or address of the agent for service of the Registrant shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the Registrant.
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 caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| LUNDIN MINING CORPORATION | |
| By: /s/ Anders Haker | |
| Name: Anders Haker | |
| Title: Chief Financial Officer | |
| Date: October 13, 2006 |
EXHIBIT INDEX