UNITED STATES
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 September 30, 2005 | Commission File Number 001-31597 |
WESTERN SILVER CORPORATION
(Exact name of registrant as specified in its charter)
| British Columbia, Canada | 1090 | None |
| (Province or other | (Primary Standard | (I.R.S. Employer |
| jurisdiction of incorporation | Industrial Classification | Identification Number) |
| or organization) | Code Number) | |
SUITE 2050, 1111 WEST GEORGIA STREET
VANCOUVER, BRITISH COLUMBIA, CANADA V6M 4M3
(604) 684-9497
(Address and telephone number of Registrant’s principal executive offices)
Donald J. Puglisi
Puglisi & Associates
850 Library Avenue, Suite 204
P.O. Box 885
Newark, Delaware 19715
(302) 738-6680
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
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 |
Securities 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:
Common Shares
For annual reports, indicate by check mark the information filed with this Form.
[ X ] Annual information form [ X ] Audited annual financial statements
At September 30, 2005, there were 48,298,581 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
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 ] No [ ]
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CONTROLS AND PROCEDURES
A. Evaluation of Disclosure Controls and Procedures
Based on an evaluation as of September 30, 2005, by the Company’s Chief Executive Officer and Chief Financial Officer of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
B. Changes in Internal Control Over Financial Reporting
During the fiscal year ended September 30, 2005, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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.
NOTICES PURSUANT TO REGULATION BTR
None.
AUDIT COMMITTEE FINANCIAL EXPERT
The Company has established an Audit Committee (within the meaning of section 3(a)(58)(A) of the Exchange Act) comprised of members of the Board of Directors (the “Board”). The members of the Audit Committee are Robert Gayton (Chairman), David Williams and Klaus Zeitler. The Board has determined that Robert Gayton is an “audit committee financial expert” (as defined under Section 407 of the Sarbanes-Oxley Act of 2002) and that he is independent (in accordance with the criteria set forth in the American Stock Exchange Company Guide).
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CODE OF BUSINESS CONDUCT AND ETHICS
The Company adopted a Code of Business Conduct and Ethics (the “Code”) that applies to its directors, officers and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Company has posted the Code on its Internet website: www.westernsilvercorp.com.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The aggregate fees billed by PricewaterhouseCoopers LLP for each of the fiscal years ended September 30, 2005 and 2004 for audit fees, audit-related fees, tax fees and all other fees, in U.S. dollars, are set forth in the table below:
Category
| Year ended
September 30, 2005 | Year ended
September 30, 2004 |
|
| Audit Fees(1) | 76,375 | 59,850 |
| Audit-Related Fees(2) | 103,585 | Nil |
| Tax Fees(3) | 23,730 | 35,560 |
| All Other Fees | Nil | Nil |
| Total | 203,690 | 95,410 |
| | (1) | Audit Fees: Includes services provided by the independent auditor in connection with review of statutory and regulatory filings, review of the Company’s financial statements, audit of the Company’s annual financial statements; |
| | (2) | Audit-Related Fees: Includes assurance services provided by the independent auditor in connection with the Company’s registration statement and reports filed thereunder, and assistance relating to compliance with United States securities law, including Section 404 of the Sarbanes-Oxley Act of 2002; |
| | (3) | Tax Fees: Includes services rendered by the independent auditor mainly for tax compliance, tax planning, and tax advice; and |
AUDIT AND NON-AUDIT SERVICES PRE-APPROVAL POLICY
The Audit Committee of the Board has adopted procedures requiring Audit Committee review and approval in advance of all particular engagements for services provided by PricewaterhouseCoopers LLP, the Company’s independent auditors. Consistent with applicable laws, the procedures permit limited amounts of services, other than audit, review or attest services, to be approved by one or more members of the Audit Committee, provided the Audit Committee is informed of each particular service. All of the services of PricewaterhouseCoopers LLP provided during the year ended September 30, 2005, set forth in the table above were approved in advance by the Audit Committee.
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The Audit Committee reviews with PricewaterhouseCoopers LLP whether the non-audit services to be provided are compatible with maintaining the auditors’ independence.
OFF-BALANCE SHEET ARRANGEMENTS
All off-balance sheet arrangements to which the Company is a party are contractual obligations disclosed at “Tabular Disclosure of Contractual Obligations” below.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The required disclosure is contained in the Management’s Discussion and Analysis for the year ended September 30, 2005 under the heading “Long Term Contractual Obligations”, which disclosure is incorporated herein by reference.
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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 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 on November 26, 2004, in connection with the filing of its Registration Statement on Form F-10, file no. 333-120799.
FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report on Form 40-F or in documents incorporated by reference are forward-looking statements (as such term is defined under the United States Private Securities Litigation Reform Act of 1995) based on current expectations. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions that may cause actual results to differ materially from those projected, including, but not limited to, the effect of general economic conditions, decreases in demand for the Company’s products, changes in the relative values of certain currencies, fluctuations in metal prices, changes in government regulation, adverse changes in general market and industry conditions, political and economic risks of foreign operations and environmental regulation. Reference is made to the section entitled “Risk Factors” in the Annual Information Form for the year ended September 30, 2005, included as Exhibit 99.1 to this Annual Report on Form 40-F.
Consequently, all of the forward-looking statements made herein are qualified by these cautionary statements and there can be no assurance that the actual results on developments anticipated by the Registrant will be realized. The Registrant undertakes no obligation to update or revise any forward-looking statements.
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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.
| | Dated: December 22, 2005 |
| | | |
| | | |
| | WESTERN SILVER CORPORATION |
| | | |
| | | |
| | By: | /s/ Jeffrey Giesbrecht |
| | | Name: Jeffrey Giesbrecht |
| | | Title: Vice-President, Legal |
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EXHIBIT INDEX
The following exhibits have been filed as part of this annual report:
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