U.S. Securities and Exchange Commission
Form 40-F/A
[
] Registration statement pursuant to section 12 of the Securities Exchange Act of 1934or
[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, 2006 Commission File Number 1-6138
Northgate Minerals Corporation |
(Exact name of Registrant as specified in its charter) |
(Translation of Registrants name into English (if applicable))
|
British Columbia, Canada |
(Province or other jurisdiction of incorporation or organization) |
1040 Gold and Silver Ores |
(Primary Standard Industrial Classification Code Number (if applicable)) |
(I.R.S. Employer Identification Number (if applicable))
|
815 Hornby Street, Suite 406 |
Vancouver, British Columbia |
Canada V6Z 2E6 |
(604) 681-4004 |
(Address and telephone number of Registrants principal executive offices) |
JGB Service Corporation |
600 University Street, Suite 3600 |
Seattle, Washington 98101 |
(206) 624-0900 |
(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. Securities registered or to be registered pursuant to Section
12(g) of the Act. For annual reports, indicate by check mark the information filed with this
Form: Indicate the number of outstanding shares of each of the issuers classes of
capital or common stock as of the close of the period covered by the annual
report. 253,700,033 shares of common stock outstanding as of
December 31, 2006 Indicate by check mark whether the Registrant by filing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the "Exchange Act"). If "Yes" is marked, indicate the filing number assigned to
the Registrant in connection with such Rule. 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. Audited Annual Financial Statements For audited financial statements, including the report of the auditors with
respect thereto, see exhibit 2 of this 40F filing. The Registrants financial
statements are prepared in accordance with Canadian generally accepted
accounting principles ("Canadian GAAP"), which differ from United States GAAP,
and are subject to Canadian auditing and auditor independence standards, and
therefore may not be comparable to financial statements of United States
companies. For a reconciliation of measurement differences between Canadian and
United States generally accepted accounting principles, see Exhibit 4 of this
Form 40F.
Title of each class
Name of each exchange
on which registered
Common Shares without par value
American Stock Exchange
(Title of Class)
(Title of Class)
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act.
(Title of Class)
[X] Annual information form
[X] Audited annual financial statements
Yes _____
82- _____
No X
Yes X
No _____
EXPLANATORY NOTE
This Amendment No. 1 (the "Amendment") to the Annual Report on Form 40-F filed on March 30, 2007 (the "Original Form 40-F") of Northgate Minerals Corporation (the "Corporation") for the fiscal year ended December 31, 2006, is being filed to provide additional disclosure on the nature of the changes that were made to the Corporations inventory accounting policy in 2006 and the reasons for adopting these changes.
Attached to this Form 40-F/A (Amendment No. 1) are revised Exhibits: 99.4, 99.6, 99.7 and 99.8.
There have been no changes to the Registrant's Annual Information Form, Annual Financial Statements or Management's Discussion and Analysis.
Management Discussion and Analysis For managements discussion and analysis (MD&A") see pages 13 to 27 of
Exhibit 3 of this Form 40F. Certifications The certifications required by Rule 13a-14(a) or Rule 15d-14(a) under the
Exchange Act are attached as Exhibit 7 to this Form 40F. The certifications required by Rule 13a-14(b) or Rule 15d-14(b) under the
Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States
Code are attached as Exhibit 8 to this Form 40F. Managements Report on Controls and Procedures Disclosure Controls As of December 31, 2006, an evaluation was carried out, under the supervision
of and with the participation of management, including the President and Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the
effectiveness of our disclosure controls and procedures as defined in Canada in
Multilateral Instrument 52-109, Certification of Disclosure in Issuers Annual
and Interim Filings, and in the United States by Rule 13a-15(e) under the
SECURITIES AND EXCHANGE ACT OF 1934, as amended (the "Exchange Act"). Based on
that evaluation, the CEO and CFO concluded that the design and operation of our
disclosure controls and procedures were effective as at December 31, 2006 to
ensure that information required to be disclosed by us in reports that we file
under the Exchange Act, is gathered, reported, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commissions rules and forms and is accumulated and communicated to the
management of Northgate Minerals Corporation, including the CEO and CFO, to
allow timely decisions regarding required disclosure as specified under Canadian
and U.S. securities laws. Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Securities Exchange Act of 1934, as amended and in Canada as defined
in Multilateral Instrument 52-109 - Certification of Disclosure in Issuers
Annual and Interim Filings. Our internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of our
financial reporting and preparation of our financial statements for external
purposes in accordance with generally accepted accounting principles. Our
internal control over financial reporting includes those policies and procedures
that: pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect our transactions and disposition of the assets; provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of our financial statements in accordance with generally accepted
accounting principles and that receipts and expenditures of our assets are being
made only in accordance with authorizations of our management and directors; and
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on our financial statements. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate. Management, with the participation of our Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of our internal control over
financial reporting as of December 31, 2006. In making this evaluation,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
Framework.
Based on our evaluation, management concluded that our internal control over
financial reporting was effective as of December 31, 2006. Our managements evaluation of the effectiveness of our internal control over
financial reporting as of December 31, 2006, has been audited by KPMG LLP, as
stated in their report in Exhibit 5 of this Annual Report on Form 40-F. Changes in Internal Control Over Financial Reporting During the third quarter of 2006, the Registrant made internal control
modifications to systems which calculate the value of un-priced metals contained
in concentrate receivables. These modifications were designed to enhance the
integrity of the receivables and revenue figures reported by the Registrant. No
other changes were made in our internal control over financial reporting during
the year ended December 31, 2006, that have materially affected, or are
reasonably likely to affect, our internal control over financial reporting. Audit Committee The Registrant has a separately-designated standing audit committee
established in accordance with Section 3(a)(58)(A) of the Exchange Act. The
Registrants audit committee is comprised of three members: Conrad A. Pinette,
Douglas P. Hayhurst and Patrick D. Downey. Patrick D. Downey is chair of the
audit committee. The Registrants board of directors has determined that
Patrick D. Downey and Douglas P. Hayhurst are "audit committee financial
experts" as that term is defined in SEC regulations and that Mr. Downey and Mr.
Hayhurst are independent under SEC and American Stock Exchange rules. All
members of the audit committee are financially literate and independent. Code of Business Conduct and Ethics The Registrant has a code of business conduct and ethics that applies to its
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions. The Registrants
code of business conduct and ethics can be found on the Registrants website at www.northgateminerals.com. Principal Accountant Fees and Services KPMG LLP served as the Registrants independent public accountants for the
fiscal years ended December 31, 2006 and 2005 The Registrant paid the following
fees to KPMG for professional and other services rendered by them during fiscal
year 2006 and fiscal year 2005: Audit Fees: Fees in the amount of US $580,279 and US $270,156 in 2006 and
2005, respectively, related to the audits of the Registrants annual financial
statements, consultation with respect to the implementation of new accounting
and reporting guidance and other accounting and reporting issues, review of
quarterly interim financial statements, and the review of documents filed with
securities regulatory bodies (such as the British Columbia Securities Commission
and the SEC) or issued in connection with securities offerings. Audit-Related Fees: Fees in the amount of US $241,405 and US $47,808 in 2006
and 2005, respectively, related to accounting consultations and guidance with
respect to documentation and testing of internal controls and due diligence
assistance.
Tax Fees: Fees in the amount of US $88,164 and US $59,113 in 2006 and in
2005, respectively, related to Canadian tax compliance and tax planning and
advisory services. All Other Fees: The Registrant did not pay KPMG for any other services
related to fiscal year 2006 and fiscal year 2005. The Registrants Audit Committee Charter requires pre-approval of all
services to be rendered by the independent public accountants. All fees paid or
committed to the independent public accountants for the last two years were
reviewed and pre-approved by the Audit Committee. Off-Balance Sheet Arrangements Information on the Registrants off-balance sheet arrangements is included on
Pages 26 and 42 of the Registrants 2006 Annual Report which is attached as
Exhibit 3 to this Form 40F. Contractual Obligations Information on the Registrants contractual obligations is included on Pages
21 and 43 of the Registrants 2006 Annual Report which is attached as Exhibit 3
to this Form 40F. Forward Looking Information This document, documents incorporated herein by reference, and other reports
and filings made with the securities regulatory authorities contain certain
"forward-looking statements" within the meaning of section 21E of the United
States Securities Exchange Act of 1934, as amended and Section 27A of the
Securities Act of 1933, as amended. These forward-looking statements include
estimates, forecasts, and statements as to managements expectations with
respect to, among other things, future metal production and production costs,
potential mineralization and reserves, exploration results, progress in the
development of mineral properties, demand and market outlook for commodities and
future plans and objectives of Northgate Minerals Corporation (Northgate).
Forward-looking statements generally can be identified by the use of
forward-looking terminology such as "may," "will," "expect," "intend,"
"estimate," "anticipate," "believe," or "continue" or the negative thereof or
variations thereon or similar terminology. Forward-looking statements are
necessarily based upon a number of estimates and assumptions that, while
considered reasonable by management are inherently subject to significant
business, economic and competitive uncertainties and contingencies. There can be
no assurance that such statements will prove to be accurate and actual results
and future events could differ materially from those anticipated in such
statements. Important factors that could cause actual results to differ
materially from Northgates expectations are disclosed under the heading "Risk
and Uncertainties" in Northgates 2006 Annual Report and under the heading "Risk
Factors" in Northgates 2006 Annual Information Form (AIF) both of which are
filed as exhibits to this Form 40F. Northgate expressly disclaims any intention
or obligation to update or revise any forward-looking statements whether as a
result of new information, future events or otherwise. Undertaking Registrant 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 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 Registrant filed with the Commission on June 1, 2006 and Appointment of
Agent for Service of Process and Undertaking on Form 40 F-X signed by the
Registrant and its agent for service of process with respect to the class of
securities in relation to which the obligation to file the Form 40F arises. * Previously Filed 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 Annual Report to be signed on its behalf by the undersigned, thereto
duly authorized.
EXHIBIT INDEX
Exhibit
Description
99.1
Annual
Information Form of the Registrant for the year ended December 31, 2006*
99.2
Annual Audited
Financial Statements as at December 31, 2006 and 2005 and for each of the years in the
three-year period ended December 31, 2006*
99.3
Annual Report
containing the MD&A of the Registrant for the year ended December 31, 2006*
99.4
Related
Supplementary Note Entitled "Reconciliation to United States Generally
Accepted Accounting
Principles" and the Auditors Report thereon**
99.5
Report of the
Independent Registered Accounting Firm on Managements Report on Internal Control Over
Financial Reporting.*
99.6
Consent of KPMG
LLP**
99.7
Certifications
required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange
Act**
99.8
Certifications
pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002**
** Replaces exhibit of same description
Registrant: | Northgate Minerals Corporation | |
By: (Signature) |
/s/ JON A. DOUGLAS
|
|
Name and Title: | Jon A. Douglas, Senior Vice President and Chief Financial Officer | |
Date: | December 7, 2007 |