40-F/A 1 form_40-fa.htm KEEGAN RESOURCES INC. FORM 40-F/A form_40-fa.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
FORM 40-F/A
 
(Amendment No. 1)
  o
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 March 31, 2012
Commission File Number: 001-33580

 
KEEGAN RESOURCES INC.
  
 
(Exact name of Registrant as specified in its charter)
 
  
British Columbia
  
1040
  
Not Applicable
(Province or Other Jurisdiction of
Incorporation or Organization)
  
(Primary Standard Industrial
Classification Code)
 
  
(I.R.S. Employer
Identification No.)
 
700 -1199 West Hastings Street
Vancouver, British Columbia
Canada V6E 3T5
(604) 683-8193
  
 
(Address and telephone number of Registrant’s principal executive offices)
 
  
 
National Registered Agents, Inc.
875 Avenue of the Americas, Suite 501
New York, New York  10001
Tel: 1-800-550-6724
  
 
(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)
  
 
Securities registered or to be 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 Equities
 
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 Registrant’s classes of capital or common stock as of the close of the period covered by the annual report:  75,545,838 Common Shares as of March 31, 2012
 
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  o
  

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  o
    
No  o
  
 
 
 
 
 
EXPLANATORY NOTE
 
Keegan Resources Inc. (the “Company”) is filing this Form 40-F/A to the Company’s Annual Report on Form 40-F for the year ended March 31, 2012, as originally filed on July 2, 2012 (the “Annual Report”), for the sole purpose of submitting the consents of Brian Wolfe, B Sc Hons (Geol), Post Grad Cert (Geostats), (MAusIMM), Christopher Waller, B AppSc (MAusIMM), Harry Warries, M Eng (MAusIMM), and Andrea Zaradic, P.Eng., as Exhibits 99.9, 99.10, 99.11 and 99.12, respectively, to the Annual Report, as required by General Instruction D(9) of Form 40-F.
 
In addition, the Company is amending its earlier disclosure in the Annual Report under the heading “Attestation Report of Registered Public Accounting Firm”: (a) to confirm that, although, as an “emerging growth company”, it is exempted from the requirement to provide an attestation report of the Company’s registered public accounting firm on the Company’s internal control over financial reporting, as at March 31, 2012, it is doing so voluntarily; and (b) to delete the second paragraph that was inadvertently included in the original Annual Report which referenced certain commentary on such relief available to emerging growth companies.
 
No other amendments are being made to the Annual Report as originally filed, and this Amendment No. 1 does not purport to amend any other item of the Annual Report to reflect events that have occurred after the original date that the initial Annual Report was filed.
 
ATTESTATION REPORT OF
 
REGISTERED PUBLIC ACCOUNTING FIRM
 
The Company, as an “emerging growth company”, is not required to provide an attestation report of the Company’s registered public accounting firm on the Company’s internal control over financial reporting as at March 31, 2012, but is doing so voluntarily.  In this report, the Company’s auditor, KPMG LLP, must state its opinion as to the effectiveness of the Company’s internal control over financial reporting as at March 31, 2012.  KPMG LLP has audited the Company’s internal controls over financial reporting and has issued an attestation report on the Company’s internal control over financial reporting which is included in Exhibit 99.6.
 
SIGNATURES
 
Pursuant to the requirements of the Exchange Act, the Company 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, thereunto duly authorized.
 
Date:  January 11, 2013.
KEEGAN RESOURCES INC.
 
By:      ___________________   
Gregory McCunn
Chief Financial Officer

 
 
 
 
EXHIBIT INDEX
 
Exhibit Number
Exhibit Description
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(2)
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(2)
Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(2)
Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(2)
Annual Information Form of the Company for the year ended March 31, 2012(1)
Audited consolidated balance sheets as at March 31, 2012, March 31, 2011 and April 1, 2010 and the consolidated statements of comprehensive income, changes in equity, and cash flows for the years ended March 31, 2012 and March 31, 2011, including the notes thereto, and report of the Company’s independent registered public accounting firm thereon(1)
Management’s discussion and analysis of financial condition and results of operations for the year ended March 31, 2012(1)
Consent of KPMG LLP(1)
Consent of Brian Wolfe, B Sc Hons (Geol), Post Grad Cert (Geostats), (MAusIMM) (2)
Consent of Christopher Waller, B AppSc (MAusIMM) (2)
Consent of Harry Warries, M Eng (MAusIMM) (2)
Consent of Andrea Zaradic, P. Eng.(2)
 
Notes:
 
(1)           Previously filed as an exhibit to the Company’s Annual Report on Form 40-F, filed July 2, 2012.
 
(2)           Filed as an exhibit herewith.