40-F/A 1 asankoform40fa2013.htm FORM 40-F/A ANNUAL REPORT - DEC 31 2013 Asanko Form 40-F

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 December 31, 2013

Commission File Number: 001-33580


 

ASANKO GOLD 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

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:  85,054,338 Common Shares as of December 31, 2013

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




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EXPLANATORY NOTE


Asanko Gold Inc. (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 40-F for the fiscal year ended December 31, 2013 (the “Original Filing”), as originally filed with the Securities and Exchange Commission on April 1, 2014, for the sole purpose of refiling the audited consolidated financial statements of the Company as of and for the years ended December 31, 2013 and 2012 (the “Financial Statements”), included as Exhibit 99.6 to the Original Filing, to include the signed independent auditor’s report with respect thereto.  An unsigned version of the auditor’s report was inadvertently included in the Original Filing.  For the avoidance of doubt, the inclusion of the auditor’s report is the sole change made by this Amendment No. 1 to the Original Filing.





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:  April 21, 2014

ASANKO GOLD INC.

 

 

 

 

/s/ Gregory McCunn

 

By:

Gregory McCunn

 

 

Chief Financial Officer




EXHIBIT INDEX

Exhibit Number

Exhibit Description

99.1

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

99.2

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

99.3

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

99.4

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

99.5

Annual Information Form of the Company for the year ended December 31, 2013

99.6

Audited consolidated statement of financial position as at December 31, 2013 and 2012 and the consolidated statements of comprehensive loss, changes in equity, and cash flows for the year ended December 31, 2013 and the nine months ended December 31, 2012, including the notes thereto, and report of the Company’s independent registered public accounting firm thereon

99.7

Management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2013

99.8

Consent of KPMG LLP

99.9

Consent of Charles J. Muller

99.10

Consent of Andy Clay

99.11

Consent of Glenn Bezuidenhout

99.12

Consent of Thomas Obriri Yeboah

99.13

Consent of G.Wild

99.14

Consent of Doug Heher

99.15

Consent of SJP Coetzee

99.16

Consent of Jeff Price

99.17

Consent of Ross Cheyne

99.18

Consent of Gerry Neeling