United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 40-F/A
[Check one]
OR
For the fiscal year ended December 31, 2005 Commission File Number 0-10321
KINROSS GOLD CORPORATION
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant's name into English (if applicable))
Province of Ontario, Canada
(Province or other jurisdiction of incorporation or organization)
1041
(Primary Standard Industrial Classification Code Number (if applicable))
650430083
(I.R.S. Employer Identification Number (if applicable))
52nd Floor, Scotia Plaza, 40 King Street West, Toronto, Ontario, Canada M5H 3Y2 (416) 365-5123
(Address and telephone number of Registrant's principal executive
offices)
Scott W. Loveless, Parr Waddoups Brown Gee & Loveless,
185 South State Street, Suite 1300, Salt Lake City, Utah 84111-1537
(801) 532-7840
(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 | New York Stock Exchange Toronto Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Common Shares, no par value
(Title of Class)
For annual reports, indicate by check mark the information filed with this Form:
| ý Annual information form | ý 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.
As of December 31, 2005, there were 345,417,147 common shares, 311,933 preferred shares and warrants to acquire up to 8,333,333 common shares outstanding.
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.
Yes o No ý
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 ý No o
Explanatory Note
This 40-F/A is being filed to update and improve the clarity of Exhibit 99.2. Note 25, which refers to the previously filed restatements in 2004 (filed on Form 40-F on February 8, 2006) is reinserted in the Audited Consolidated Financial Statements for 2005. In addition, the audit reports by the current auditors, KPMG LLP, and previous auditors, Deloitte LLP have been modified to include a reference to this Note 25. The financial statements for 2005 have not been restated or amended other than for the added note. This 40-F/A does not otherwise change or update the disclosures set forth in the Annual Report as originally filed and does not otherwise reflect events occurring after the filing of the Form 40-F.
In addition, the Company is including updated certifications by the CEO and CFO, in compliance with regulatory requirements.
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F/A and has duly caused this amendment to the annual report to be signed on its behalf by the undersigned, thereto duly authorized.
KINROSS GOLD CORPORATION |
||||
May 12, 2006 |
By |
/s/ THOMAS M. BOEHLERT Thomas M. Boehlert Executive Vice President and Chief Financial Officer |
||
| Exhibit |
Description |
|
||
|---|---|---|---|---|
99.1 |
Annual Information Form for Kinross Gold Corporation dated March 31, 2006 |
Previously Filed |
||
99.2 |
Kinross Gold Corporation Management's Discussion and Analysis, including the audited consolidated financial statements for the three years ended December 31, 2005 |
Filed Herewith |
||
99.3 |
Consent of KPMG LLP, independent registered accounting firm for Kinross Gold Corporation |
Filed Herewith |
||
99.4 |
Consent of Deloitte & Touche LLP, independent registered accounting firm for Kinross Gold Corporation |
Filed Herewith |
||
99.5 |
Consent of Rod Cooper to being named as a qualified person |
Previously Filed |
||
99.6 |
Consent of Wesley C. Hanson to being named as a qualified person |
Previously Filed |
||
99.7 |
Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350 (Section 302 of the Sarbanes-Oxley Act of 2002) |
Filed Herewith |
||
99.8 |
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) |
Filed Herewith |
||
99.9 |
Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of2002) |
Filed Herewith |
||
99.10 |
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley act of 2002) |
Filed Herewith |