FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES
EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
NORTHERN STAR RESOURCES LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
Commonwealth of Australia
(Jurisdiction of incorporation or organization of issuer)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Northern Star (Pogo) LLC
3204 International Street
Fairbanks, Alaska 99701
(907) 895 2841
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
(212) 250-9100
| It is proposed that this filing become effective under Rule 466: | ☐ immediately upon filing. ☐ on (Date) at (Time) |
If a separate registration statement has been filed to register the deposited shares, check the following box: ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Aggregate Price Per Unit* | Proposed Maximum Aggregate Offering Price** | Amount of Registration Fee |
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one ordinary share of Northern Star Resources Limited | 50,000,000 American Depositary Shares | $0.05 | $2,500,000 | $303.00 |
| * | Each unit represents one American Depositary Share. |
| ** | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of receipts evidencing American Depositary Shares. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
PART I
INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt, included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement and incorporated herein by reference.
| Item 1. | DESCRIPTION OF SECURITIES TO BE REGISTERED |
CROSS REFERENCE SHEET
Item Number and Caption | Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus | |||
| 1. | Name of depositary and address of its principal executive office | Face of Receipt, Introductory article and bottom center | ||
| 2. | Title of Receipts and identity of deposited securities | Face of Receipt, Top center | ||
| Terms of Deposit: | ||||
| (i) | The amount of deposited securities represented by one American Depositary Share | Face of Receipt, Upper right corner | ||
| (ii) | The procedure for voting, if any, the deposited securities | Articles (14), (15) and (18) | ||
| (iii) | The collection and distribution of dividends | Articles (13) and (14) | ||
| (iv) | The transmission of notices, reports and proxy soliciting material | Articles (12), (14) and (15) | ||
| (v) | The sale or exercise of rights | Articles (2), (6), (13), (14), (16) and (21) | ||
| (vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles (3), (4), (12), (13) and (16) | ||
| (vii) | Amendment, extension or termination of the deposit arrangements | Articles (20) and (21) (no provision for extensions) | ||
| (viii) | Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article (12) | ||
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Articles (2), (3), (4), (6), (8), (22), (23) and (24) | ||
| (x) | Limitation upon the liability of the depositary | Articles (10), (15), (16), (17), (18), (19) and (21) | ||
| 3. | Fees and charges which may be imposed directly or indirectly against holders of Receipts | Article (9) | ||
| Item 2. | AVAILABLE INFORMATION | Article (12) | ||
(a) As set forth in Article (12) of the Form of Receipt constituting the prospectus included herein, Northern Star Resources Limited publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act of 1934"), on its Internet Web site (https://www.nsrltd.com/) or through an electronic information delivery system generally available to the public in its primary trading market.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 3. | EXHIBITS |
| (a) | Form of Deposit Agreement, dated as of , 2019, by and among Northern Star Resources Limited, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto). – Filed herewith as Exhibit (a). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. – Not Applicable. |
| (c) | Every material contract relating to the deposited securities between the Depositary and Northern Star Resources Limited in effect at any time within the last three years. – Not Applicable. |
| (d) | Opinion of counsel to the Depositary as to the legality of the securities being registered. – Filed herewith as Exhibit (d). |
| (e) | Certification under Rule 466. – Not Applicable. |
| (f) | Powers of Attorney for certain officers and directors and the authorized representative of Northern Star Resources Limited. – Set forth on the signature pages hereto. |
| Item 4. | UNDERTAKINGS |
| (a) | The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities and (2) made generally available to the holders of the underlying securities by the issuer. |
| (b) | If the amounts of fees charged are not disclosed in the prospectus, the Depositary under-takes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary under-takes to notify each registered holder of an American Depositary Receipt 30 days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, by and among Northern Star Resources Limited, Deutsche Bank Trust Company Americas, as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, on September 24, 2019.
Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares representing ordinary shares of Northern Star Resources Limited Deutsche Bank Trust Company Americas, solely in its capacity as Depositary | ||||
| By: | /s/ Michael Fitzpatrick | |||
| Name: | Michael Fitzpatrick | |||
| Title: | Vice President | |||
| By: | /s/ Michael Curran | |||
| Name: | Michael Curran | |||
| Title: | Vice President | |||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Northern Star Resources Limited certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Perth, Australia, on September 24, 2019.
| Northern Star Resources Limited | |||
| By: | /s/ Bill Beament | ||
| Name: | Bill Beament | ||
| Title: | Director | ||
| By: | /s/ Hilary Macdonald | ||
| Name: | Hilary Macdonald | ||
| Title: | Company Secretary | ||
Each person whose signature appears below hereby constitutes and appoints any two of the persons whose signature appear below, his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement or amendment has been signed by the following persons in the capacities indicated on September 24, 2019.
Signatures | Capacity | |
| /s/ Bill Beament | Executive Chairman | |
| Bill Beament | ||
| /s/ Stuart Tonkin | Chief Executive Officer | |
| Stuart Tonkin | ||
| /s/ Ryan Gurner | Chief Financial Officer | |
| Ryan Gurner | ||
| /s/ John Fitzgerald | Lead Independent Director | |
| John Fitzgerald | ||
| /s/ Christopher Rowe | Non- Executive Director | |
| Christopher Rowe | ||
| /s/ Peter O’Connor | Non-Executive Director | |
| Peter O’Connor | ||
| /s/ Shirley In’t Veld | Non-Executive Director | |
| Shirley In’t Veld | ||
| /s/ Mary Hackett | Non-Executive Director | |
| Mary Hackett | ||
| /s/ Nick Cernotta | Non-Executive Director | |
| Nick Cernotta | ||
| /s/ Shaun McLoughney | Authorized representative in the U.S. | |
| Shaun McLoughney |
INDEX TO EXHIBITS
Exhibit Number | |
(a) Form of Deposit Agreement (d) Opinion of counsel to the Depositary |