As Filed with the Securities and Exchange Commission on September 12, 2007
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares
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IRONBARK GOLD LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
N.A.
(Translation of issuer's name into English)
AUSTRALIA
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street, New York, N.Y. 10286
Telephone (212) 495-1784
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
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The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, NY 10286
Telephone (212)-495-1784
(Address, including zip code, and telephone number, including area code, of
agent for service)
It is proposed that this filing become effective under Rule 466
[x] immediately upon filing
[ ] on (Date) at (Time)
If a separate statement has been filed to register the deposited shares, check
the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of each class of Amount Aggregate price per aggregate registration
Securities to be registered to be registered unit (1) offering price (1) fee
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American Depositary Shares, each American 50 million $.05 $2,500,000 $76.75
Depositary Share representing ordinary shares American
of Ironbark Gold Limited. Depositary
Shares
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(1) 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 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 become effective in accordance with Section 8(a) of the Securities Act of
1933 or until the registration statement shall become effective, on such date as
the Commission, acting pursuant to said Section 8(a), may determine.
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The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit
(1) to this Registration Statement, which is incorporated herein by reference.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Description of the Securities to be Registered
CROSS REFERENCE SHEET
Item Number and Caption Location in Form of
----------------------- American Depositary Receipt
Filed Herewith as Prospectus
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(1) Name and address of Depositary Introductory Paragraph
(2) Title of American Depositary Receipts and Face of American Depositary Receipt, top center
identity of deposited securities
Terms of Deposit:
(i) The amount of deposited securities Face of American Depositary Receipt - upper right
represented by one unit of American corner
Depositary Shares
(ii) The procedure for voting, if any, the Paragraphs (15) and (16)
deposited securities
(iii) The collection and distribution of Paragraphs (12), (14) and (15)
dividends
(iv) The transmission of notices, reports Paragraphs (11), (15) and (16)
and proxy soliciting material
(v) The sale or exercise of rights Paragraph (13)
(vi) The deposit or sale of securities Paragraphs (12) and (17)
resulting from dividends, splits or
plans of reorganization
(vii) Amendment, extension or termination of Paragraphs (20) and (21)
the Deposit Agreement
(viii) Rights of holders of receipts to Paragraph (11)
inspect the transfer books of the
Depositary and the list of holders
of receipts
(ix) Restrictions upon the right to deposit Paragraphs (2), (3), (4), (5), (6) and (8)
or withdraw the underlying securities
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Item Number and Caption Location in Form of
----------------------- American Depositary Receipt
Filed Herewith as Prospectus
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(x) Limitation upon the liability of the Paragraphs (13), (18) and (22)
Depositary
(3) Fees and Charges Paragraph (7)
Item 2. Available Information
Item Number and Caption Location in Form of
----------------------- American Depositary Receipt
Filed Herewith as Prospectus
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2(a) Public reports furnished by Paragraph (11)
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits
(1) Form of Deposit Agreement (including the form of American Depositary
Receipt), dated as of September 12, 2007, among Ironbark Gold Limited (the
"Issuer"), The Bank of New York, as Depositary (the "Depositary"), and each
Owner and holder from time to time of American Depositary Shares ("ADSs") issued
thereunder.
(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as
to the legality of the securities being registered.
[(5) Certification under Rule 466.
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
ADSs, any reports and communications received from the Issuer 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) The Depositary hereby undertakes to notify each registered holder of
an ADS at least thirty days before any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Bank of
New York, on behalf of the legal entity created by the Deposit Agreement for the
issuance of American Depositary Shares, 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 The City of New York, State of New
York, on September 12, 2007.
By: THE BANK OF NEW YORK,
as Depositary
By: /s/ Keith G. Galfo
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Name: Keith G. Galfo
Title: Vice President
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Pursuant to the requirements of the Securities Act of 1933, Ironbark Gold
Limited has caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in Australia on September 12, 2007.
IRONBARK GOLD LIMITED
By: /s/ Jonathan Charles Donnes
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Name: Jonathan Charles Donnes
Title: Executive Managing Director/Principal
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by or on behalf of the following persons
in the capacities indicated on August 30, 2007.
Name Title
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/s/ Jonathan Charles Donnes
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Jonathan Charles Donnes Executive Managing Director/Principal
Executive Officer
/s/ Adrian Paul Byas
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Adrian Paul Byas Principal Financial Officer/Principal
Accounting Officer
/s/ Peter Duncombe Bennetto
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Peter Duncombe Bennetto Non Executive Chairman
/s/ George Clyde Campbell
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George Clyde Campbell Non Executive Director
/s/ Vincent Hyde
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Vincent Hyde Non Executive Director
/s / Donald Puglisi
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Donald Puglisi Authorized Representative in the United States
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INDEX TO EXHIBITS
Exhibit
Number
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(1) Form of Deposit Agreement, dated as of September 12, 2007, among the
Issuer, the Depositary and each Owner and holder from time to time
of ADSs issued thereunder.
(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary,
as to (4) the legality of the securities being registered.
(5) Certification under Rule 466.
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