UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F / A
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| REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended June 30, 2005 |
| Commission File Number 001-11816 |
CREW GOLD CORPORATION
(formerly Crew Development Limited)
(Exact name of Registrant as specified in its charter)
Yukon Territory, Canada
(Jurisdiction of incorporation or organization)
Abbey House Business Center, Wellington Way, Weybridge, Surrey KT13 OTT, United Kingdom
(Address of principal executive offices)
+ (44) (0) 193 226 8755
(Registrant’s telephone number)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of Class |
| Name of each exchange on which registered |
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Common Shares without par value |
| Toronto 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:
x Annual information form |
| x 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. 214,436,515 common shares
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 |
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| 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 Exchange Act 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 |
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EXPLANATORY NOTE
As discussed in Note 21 to the consolidated financial statements included herein, Crew Gold Corporation (the “Company”), has restated in this amendment to its Annual Report on Form 40-F (the “Form 40-F/A”) the reconciliation between Canadian and United States Generally Accepted Accounting Principles as at June 30, 2005 and 2004 and for each of the years ended June 30, 2005, 2004 and 2003 originally filed with the United States Securities and Exchange Commission (the “SEC”) on July 21, 2006.
Subsequent to the issuance of the Company’s consolidated financial statements for the year ended June 30, 2005, the Company determined that it had inappropriately recorded exploration costs incurred on its Nalunaq mineral property, under U.S. GAAP, as increases in the carrying value of the mineral property rather than as expenses of the period in the years ending June 30, 2005, 2004 and 2003. For U.S. GAAP purposes, exploration costs may not be capitalized until proven and probable reserves as defined by SEC Industry Guide 7 have been identified. The Company has determined that the mineral resources identified on the Nalunaq property did not meet the definition of proven and probable reserves under Industry Guide 7.
In addition, under U.S. GAAP pre-production revenue from the sale of ore along with the associated direct costs should be recorded in the statement of loss whereas under Canadian GAAP such amounts are generally recorded as a reduction of mine development costs. These sales in 2004 should have previously been recorded as a reconciling item between Canadian and U.S. GAAP.
See Note 21 (a) of the Notes to the consolidated financial statements, “Restatement - deferrred exploration costs and pre-production revenue” for detailed information concerning the restatements. All of the information in this Form 40-F/A is as of July 21, 2006, the date the company originally filed its Form 40-F with the SEC, and does not reflect any subsequent information or events other than any changes required to reflect the results of the restatement.
CONTROLS AND PROCEDURES
Disclosure controls and procedures are defined by the Securities and Exchange Commission as those controls and procedures that are designed to ensure that information required to be disclosed in the Registrant’s filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.
We have carried out the above-referenced evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2006, the end of the period covered by this Form 40-F/A. This evaluation has been carried out under the supervision of, and with the participation of, our senior management, including our Chief Executive Officer and our Chief Financial Officer.
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the U.S. SEC’s rules and forms. This conclusion was based principally on the information as contained within the discussion above on the restatement of the U.S. GAAP reconciliation note as included within the financial statements.
As of the date of this Form 40-F/A, we have enhanced our internal resources significantly to ensure that we have adequate personnel to understand our U.S. GAAP requirements and required resources, systems and training
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with respect to our financial reporting and disclosure responsibilities, and to review our actions with our Audit Committee and our independent auditors.
AUDIT COMMITTEE FINANCIAL EXPERT
The Company’s Board of Directors has determined that it has at least one audit committee financial expert serving on its audit committee. Mr. William LeClair has been determined to be such audit committee financial expert and is independent as that term is defined by Rule 10A-3(b)(i)(ii) of the General Rules and Regulations under the 1934 Act.
CODE OF ETHICS
The Company has adopted a code of ethics that applied to directors, officers and employees including its principal executive officer, principal financial officer and principal accounting officer. A copy of the Company’s code can be found on the Company’s website.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The Company’s Audit Committee annually reviews and approves the terms and scope of the external auditors’ engagement. The Audit Committee oversees the procedures and the conditions pursuant to which permissible services proposed to be performed by Deloitte & Touche LLP, the Company’s external auditors, are pre-approved. The Audit Committee has delegated to the Chair of the Audit Committee pre-approved authority for any services not previously approved by the Audit Committee. All such services approved by the Chair of the Audit Committee are subsequently reviewed by the Audit Committee.
All non-audit service engagements, regardless of the cost estimate, are required to be coordinated and approved by the Chief Financial Officer to further ensure that adherence to this policy is monitored.
The following table sets forth, by category, the fees billed by Deloitte & Touche LLP, the Company’s auditors, in each of the periods ended June 30, 2005 and June 30, 2004:
Fee category |
| 2005 |
| 2004 |
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Audit fees |
| $ | 333 |
| $ | 269 |
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Audit-related fees |
| 37 |
| 54 |
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Tax fees |
| 34 |
| 20 |
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All other fees |
| — |
| — |
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Total |
| $ | 404 |
| $ | 343 |
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The nature of each category of fees is described below.
Audit Fees: Audit fees were paid for professional services rendered by the auditors for the audit of the Company’s consolidated financial statements; statutory audits of the financial statements of the Company’s subsidiaries; quarterly reviews of the Company’s financial statements; consultations as to the accounting or disclosure treatment of transactions reflected in the financial statements; and services associated with periodic reports and other documents filed with securities regulators.
Audit–Related Fees: Audit-related fees were paid for professional services rendered by the auditors for consultations as to the accounting or disclosure treatment of other transactions and procedures and audit or attest services not required by statute or regulation.
Tax Fees: Tax fees were paid for professional services rendered for tax compliance, tax advice and tax planning. These services consisted of: tax compliance including the review of tax returns; assistance in completing routine tax
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schedules and calculations; and tax planning and advisory services relating to common forms of domestic and international taxation.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no off-balance sheet arrangements.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The Company is committed to minimum annual non-cancelable future operating lease payments as follows:
(United States Dollars in Thousands)
| 2005 |
| 2004 |
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Within one year |
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Operating lease obligations |
| $ | 338 |
| $ | 212 |
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Capital lease obligations |
| 343 |
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Convertible bonds |
| — |
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Other long-term debt |
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Rehabilitation provision |
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Years two to five |
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Operating lease obligations |
| $ | — |
| $ | 83 |
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Capital lease obligations |
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Convertible bonds |
| 3,189 |
| 14,601 |
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Other long-term debt |
| 22,868 |
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Rehabilitation provision |
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Thereafter |
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Operating lease obligations |
| $ | — |
| $ | — |
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Capital lease obligations |
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Convertible bonds |
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Other long-term debt |
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Rehabilitation provision |
| 570 |
| 574 |
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| $ | 27,308 |
| $ | 15,470 |
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Future contractual obligations under operating leases are expected to be satisfied through ongoing financing and operating cash flows. The Company has exercised an option agreement with Altai Philippines Mining Corporation (“APMC”) in order to acquire Mineral Property Sharing Agreements and exploration permits for the Negros sulphur concessions. If the Company wishes to retain these rights, it must pay to APMC an amount of $50,000 per year for each of the next two years, and then $125,000 per year for each year thereafter until the project produces a minimum of 50,000 tons of ore mineral per month. If and when this production milestone is reached, the Company will then be obligated to pay a 25% royalty on net profits from the mining operations. The Company has the option, at any time, of purchasing this royalty interest from APMC for $750,000, prior to February 4, 2007, or for $1,000,000 if exercised after February 4, 2007. The Company is able to terminate this agreement at any time, in which case the exploration rights would be forfeited and any unpaid amounts would not be payable.
IDENTIFICATION OF THE AUDIT COMMITTEE
The audit committee of the Company presently consists of the following directors: William LeClair (Chair), Brian Hosking and Cameron Belsher.
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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; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
A Form F-X signed by the Registrant and the Registrants’ agents for service of process with respect to the Common Shares is attached. Any change to the name and address of the agent for service of process shall be communicated promptly to the Commission by an amendment to the Form F-X
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 annual report to be signed on its behalf by the undersigned, thereto duly authorized.
Date: July 31, 2007 |
| CREW GOLD CORPORATION | |
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| By: | /s/ William LeClair |
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| Name: William LeClair | |
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| Title: Chief Financial Officer | |
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EXHIBITS INDEX
Exhibit No. |
| Description |
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31.1 |
| Certifications required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a)(17 CFR 240.15d-14(a))-CEO |
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31.2 |
| Certifications required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a)(17 CFR 240.15d-14(a))-CFO |
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32.1 |
| Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002-CEO |
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32.2 |
| Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002-CFO |
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99.1. |
| Annual Information Form of the Registrant dated September 5, 2005 |
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99.2. |
| Auditors’ Report |
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99.3. |
| Consolidated Financial Statements |
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99.4. |
| Management’s Discussion and Analysis |
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