U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

FORM 40-F/A

Amendment No. 1

¨ 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 December 31, 2014   Commission File Number 001-31722

 

 

 

New Gold Inc.

(Exact name of Registrant as specified in its charter)

 

British Columbia
(Province or other jurisdiction of
incorporation or organization)
1000
(Primary Standard Industrial
Classification Code Number)
Not Applicable
(I.R.S. Employer
Identification Number)


 

Suite 1800 Two Bentall Centre, 555 Burrard Street

Vancouver, British Columbia, Canada V7X 1M9

(604) 696-4100
(Address and telephone number of Registrant’s principal executive offices)

 

 

CT Corporation System

111 Eighth Avenue, New York, NY 10011

(212) 894-8940
(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 Each Exchange On Which Registered:
Common Shares, no par value NYSE MKT LLC


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: None

 

For annual reports, indicate by check mark the information filed with this form:

 

¨ 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.

 

At December 31, 2014, the Registrant had outstanding 504,677,822 common shares without par value.

 

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.

x Yes ¨ No

 

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). ¨ Yes ¨ No

 

 

 

 
 

 

EXPLANATORY NOTE

 

New Gold Inc.  (the “Company”) is filing this Amendment No 1 to its Annual Report on Form 40-F initially filed on March 27, 2015 (the “2014 Annual Report”), solely to revise the reports of the Company’s independent auditor, Deloitte LLP, contained in the Audited Consolidated Financial Statements filed as Exhibit 2 to the 2014 Annual Report, which inadvertently omitted several paragraphs in the financial statement opinion, as well as the city and country where the reports were issued. Except as specifically provided in the immediately preceding sentence, the 2014 Annual Report remains entirely unmodified, regardless of events that may have occurred subsequent to the initial filing date. The revised Audited Consolidated Financial Statements are contained in Exhibit 2 to this Amendment No. 1 to the Company’s Annual Report on Form 40-F. 

 

 

 

 UNDERTAKINGS

 

The Company 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

 

The Company has filed with the Commission an amendment dated January 21, 2010 to the written consent to service of process and power of attorney on Form F-X. Any change to the name or address of the Company’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Company.

 

 
 

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 Amendment No. 1 to the Annual Report on Form 40-F for the year ended December 31, 2014, to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

 

NEW GOLD INC.  
     
     
By: /s/ Brian Penny  
Name:  Brian Penny  
Title: Chief Financial Officer  

 

 

Date: May 27, 2015

 

 

 

 
 

 EXHIBIT INDEX

 

The following documents are being filed with the Commission as exhibits to this annual report on Form 40-F.

 

Exhibit Description
1.* Annual Information Form for the year ended December 31, 2014
     2. Revised Audited Consolidated Financial Statements for the years ended December 31, 2014 and 2013, including the report of independent registered public accounting firm with respect thereto
3.* Management’s Discussion and Analysis for the year ended December 31, 2014
4.* New Gold’s Code of Business Conduct and Ethics, as approved by the Company’s board of directors on February 19, 2015
5.* Report on Mine Safety as required by section 13 of the Exchange Act
     6. Certification of Chief Executive Officer as Required by Rule 13a-14(a) under the Exchange Act
     7. Certification of Chief Financial Officer as Required by Rule 13a-14(a) under the Exchange Act
     8. Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     9. Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    10. Consent of Deloitte LLP
11.* Consent of Roscoe Postle Associates Inc.
12.* Consent of David Rennie
13.* Consent of Holger Krutzelmann
14.* Consent of Dennis Bergen
15.* Consent of Wayne Valliant
16.* Consent of Kathleen A. Altman
17.* Consent of Richard Lambert
18.* Consent of Ian T. Blakley
19.* Consent of Colin Hardie
20.* Consent of David Runnels
21.* Consent of Patrice Live
22.* Consent of BBA Inc.
23.* Consent of Sheila E. Daniel
24.* Consent of David G. Ritchie
25.* Consent of Adam Coulson
26.* Consent of AMEC

 

 

 
 

 

 

27.* Consent of Glen Cole
28.* Consent of Dorota El-Rassi
29.* Consent of SRK Consulting (Canada) Inc.
30.* Consent of Colm Keogh
31.* Consent of Mo Molavi
32.* Consent of AMC Mining Consultants (Canada), Ltd.
33.* Consent of Ronald G. Simpson
34.* Consent of GeoSim Services Inc.
35.* Consent of Jay Horton
36.* Consent of Norwest Corporation
37.* Consent of Bruno Borntraeger
38.* Consent of Knight Piésold Ltd.
39.* Consent of Ignacy (Tony) Lipiec
40.* Consent of Gary Christie
41.* Consent of AMEC Americas Limited
42.* Consent of Mark Petersen

 

 * Previously filed.