Sandfire Resources America Inc. - Form F-7/A

0001062993-18-005005.txt : 20181212 0001062993-18-005005.hdr.sgml : 20181212 20181212124639 ACCESSION NUMBER: 0001062993-18-005005 CONFORMED SUBMISSION TYPE: F-7/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20181212 DATE AS OF CHANGE: 20181212 EFFECTIVENESS DATE: 20181212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sandfire Resources America Inc. CENTRAL INDEX KEY: 0001464928 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: F-7/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-227434 FILM NUMBER: 181230490 BUSINESS ADDRESS: STREET 1: SUITE 1110 - 1111 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 4M3 BUSINESS PHONE: (604) 283-1722 MAIL ADDRESS: STREET 1: SUITE 1110 - 1111 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 4M3 FORMER COMPANY: FORMER CONFORMED NAME: Tintina Resources Inc. DATE OF NAME CHANGE: 20170905 FORMER COMPANY: FORMER CONFORMED NAME: TintinaGold Resources Inc. DATE OF NAME CHANGE: 20100211 FORMER COMPANY: FORMER CONFORMED NAME: Mantra Mining Inc. DATE OF NAME CHANGE: 20090527 F-7/A 1 formf7a2018.htm F-7/A Sandfire Resources America Inc. - Form F-7/A - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1 TO

FORM F-7

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SANDFIRE RESOURCES AMERICA INC.
(Exact name of Registrant as specified in its charter)

_________________________________________________
(Translation of Registrant’s name into English (if applicable))

British Columbia
(Province or other jurisdiction of incorporation or organization)

1040
(Primary Standard Industrial Classification Code Number (if applicable))

Not Applicable
(I.R.S. Employer Identification Number (if applicable))

10^th Floor, 595 Howe Street, Vancouver, British Columbia V6C 2T5, Canada
(604) 687-1224
(Address and telephone number of Registrant’s principal executive offices)

Tintina Montana, Inc. 17 East Main Street, White Sulphur Springs, Montana USA, PO Box 431
59645 (406) 547-3466
(Name, address (including zip code) and telephone number (including area code) of agent
for service in the United States)

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective.

This registration statement and any amendment thereto shall become effective upon filing with the Commission in accordance with Rule 467(a).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box.[ ]

Explanatory Note

The sole purpose of this Amendment No. 1 to the Form F-7 registration statement filed on September 20, 2018 (the “Original Filing”), SEC File No. 333-227434 (the “Form F-7”) is to remove the I.R.S. Employer Identification Number (the “EIN”) in the cover page of the Form F-7. The EIN was for the wrong entity and is hereby removed from the Form F-7 and replaced with “Not Applicable”.

Except for the amended disclosure described above, the Company has not modified or updated the disclosures presented in the Original Filing. Information not affected by this amendment remains unchanged and reflects the disclosures made at the time the Original Filing was filed. Therefore, this Amendment No. 1 should be read in conjunction with the Original Filing.

PART II—INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS
EXHIBIT INDEX

Exhibit	Description

99.1*	Consolidated Financial Statements for the years ended June 30, 2018 and 2017

99.2*	Management Discussion and Analysis for the year ended June 30, 2018

99.3*	Notice of Annual General Meeting dated November 3, 2017 and Information Circular as at November 3, 2017

99.4*	Consent of Ernst & Young LLP

99.5*	Consent of Jerry Zieg

99.6*	Power of Attorney

* Previously filed as an exhibit to the Company’s Registration Statement on Form F-7 filed with the SEC on September 20, 2018.

SIGNATURES

Pursuant to the requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-7 and has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Country of Canada, on the 12^th of December, 2018.

SANDFIRE RESOURCES AMERICA INC.

	By:
	/s/ Robert Scargill
	Robert Scargill
	Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Robert Scargill	Chief Executive Officer, and Director (principal executive officer)	December 12, 2018
Robert Scargill


/s/ *	Chairman of the Board of Directors	December 12, 2018
Matthew Fitzgerald


/s/ *	Director	December 12, 2018
Alan L. Joscelyn


/s/ *	Director	December 12, 2018
Bruce Hooper


/s/ *	Director	December 12, 2018
Chris K. Hedrich


/s/ *	Chief Financial Officer (principal financial officer)	December 12, 2018
Anthony Jackson


* /s/ Robert Scargill		December 12, 2018
By Robert Scargill as Attorney-in-Fact

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this Amendment No. 1 to the Registration Statement, solely in the capacity of the duly authorized representative of Sandfire Resources America Inc. in the United States in the state of Montana in the city of White Sulphur Springs on the 12^th of December, 2018.

	/s/ Nancy Schlepp
	Name: Nancy Schlepp
	Title: Corporate Secretary