Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
40-F
(Check
one)
| 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, 2004 |
Commission
file number 001-31880 |
| |
|
|
Yamana
Gold Inc. |
|
(Exact
name of Registrant as specified in its
charter) |
|
Not
Applicable |
Canada |
Not
Applicable |
|
(Translation
of Registrant’s name into English (if applicable)) |
(Province
of other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification Number (if
applicable)) |
| |
1041 |
|
|
(Primary
Standard Industrial Classification Code Number (if
applicable)) |
|
150
York Street, Suite 1902, Toronto, Ontario M5H 3S5, Canada (416)
815-0220 |
|
(Address
and telephone number of Registrant’s principal executive
offices) |
|
Martin
Pomerance, Dorsey & Whitney LLP, 250 Park Avenue, New York, New York
10177, USA (212) 415-9200 |
|
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
Common
Shares, no par value
Common
Share Purchase Warrants |
Name
of each exchange on which registered
American
Stock Exchange, Toronto Stock Exchange
American
Stock Exchange, Toronto Stock
Exchange |
Securities
registered or to be registered pursuant to Section 12(g) of the Act.
(Title of
Class)
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act.
None
(Title of
Class)
For
annual reports, indicate by check mark the information filed with this Form:
xAnnual information form o 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
at December 31, 2004, 122,286,716 Common Shares without par value were
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.
| o Yes:
82-____________
|
x No |
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.
CONTROLS
AND PROCEDURES
The
Registrant carried out an evaluation, under the supervision and with the
participation of the Registrant's management, including the Registrant's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
Registrant's disclosure controls and procedures, as defined in Rules 13a-15(e)
and 15d-15(e) of the Securities and Exchange Act of 1934 (the “Exchange Act”).
Based on that evaluation, the Chief Executive Officer and Chief Financial
Officer have concluded that the Registrant's disclosure controls and procedures
as of December 31, 2004 were effective to ensure that information required to be
disclosed by the Registrant in reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission's rules and
forms.
INTERNAL
CONTROLS OVER FINANCIAL REPORTING
During
the fiscal year ended December 31, 2004, there were no changes in
the
Registrant's internal control over financial reporting that have materially
affected or are reasonably likely to materially affect the Company's internal
control over financial reporting (as defined in Rules13a-15(f) and 15d-14(f)
under the Securities Exchange Act of 1934).
AUDIT
COMMITTEE FINANCIAL EXPERT
Victor
Bradley serves as a member of the audit committee of the Registrant’s Board of
Directors. The Board of Directors has reviewed the definition of “audit
committee financial expert” under item 8(a) of General Instruction B to Form
40-F and determined that Mr. Bradley satisfies the criteria for a audit
committee financial expert under the Exchange Act. The SEC has indicated that
the designation of Mr. Bradley as an audit committee financial expert does not
make Mr. Bradley an "expert" for any purpose, impose any duties, obligations or
liability on Mr. Bradley that are greater than those imposed on members of the
audit committee and board of directors who do not carry this designation or
affect the duties, obligations or liability of any other member of the audit
committee.
CODE
OF ETHICS
The
Registrant has adopted a code of ethics that applies to the Registrant’s
principal executive officer, principal financial officer and principal
accounting officer. A copy of Registrant’s code of ethics is available without
charge, upon request made to the Treasurer at 150 York Street, Suite 1902,
Toronto, Ontario M5H 3S5, Canada.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
Fees
payable to the Registrant’s independent auditor, Deloitte & Touche LLP, for
the years ended December 31 2004, and February 29, 2004, totaled Cdn. $280,400
and Cdn. $410,630, respectively, as detailed in the following
table:
| |
|
Year
ended December 31, 2004 |
|
Year
ended February 29, 2004 |
|
| |
|
|
|
|
|
Audit
Fees |
|
|
Cdn.
$271,900 |
|
|
Cdn.
$392,930 |
|
Audit
Related Fees |
|
|
Cdn.
$8,500 |
|
|
Cdn.
$17,700 |
|
Tax
Fees |
|
|
- |
|
|
- |
|
All
Other Fees |
|
|
- |
|
|
- |
|
| |
|
|
|
|
|
|
|
TOTAL |
|
|
Cdn.
$280,400 |
|
|
Cdn.
$410,630 |
|
| |
|
|
|
|
|
|
|
Audit
Fees
These
audit fees were for professional services rendered for the audits of the
Registrant’s consolidated financial statements, review of interim financial
statements included in the Registrant’s quarterly reports and services that
generally only the independent auditor can reasonably provide, such as comfort
letters, statutory audits, consents, and assistance and review of documents
filed with the Commission and Canadian securities regulatory
authorities.
Audit-Related
Fees
These
audit-related fees were for assurance and related services that are reasonably
related to the performance of the audit or review of our financial statements
and are not reported under the "audit fees" category above. These services
included internal control reviews, transaction due diligence and other services
related to acquisitions and dispositions.
Tax
Fees
None.
All
Other Fees
None.
Pre-Approval
Policies and Procedures
The
Registrant's audit committee is responsible for overseeing the work of the
independent auditors and has considered whether the provision of services other
than audit services is compatible with maintaining the auditors' independence.
The audit committee has adopted a policy regarding its pre-approval of all audit
and permissible non-audit services provided by the independent auditors. The
policy gives detailed guidance to the Registrant's management as to the specific
types of services that have been pre-approved. The policy requires audit
committee specific approval of all other permitted types of services that have
not been pre-approved. The Registrant's senior management periodically provides
the audit committee with a summary of services provided by the independent
auditors in accordance with the pre-approval policy. The audit committee's
charter delegates to its Chair the authority to evaluate and approve engagements
in the event that the need arises for pre-approval between audit committee
meetings. If the Chair approves any such engagements, he reports his approval
decisions to the full audit committee at its next meeting. For the year ended
December 31, 2004, none of the audit-related, tax or all other fees described
above made use of the de minimus exception to pre-approval provisions contained
in the applicable rules of the Commission.
OFF-BALANCE
SHEET ARRANGEMENTS
The
Registrant is not a
party to any off-balance sheet arrangements that have, or are reasonably likely
to have, a current or future material effect on the Registrant's financial
condition, revenues, expenses, results of operations, liquidity, capital
expenditures or capital resources.
TABULAR
DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The
Registrant has entered into a operating lease commitments requiring future
minimum annual lease payments as follows:
Year |
|
2005 |
|
2006 |
|
2007 |
|
2008 |
|
2009 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Office
leases |
|
$ |
333 |
|
$ |
298 |
|
$ |
261 |
|
$ |
148 |
|
$ |
- |
|
|
Fazenda
Brasileiro operating and service contracts |
|
|
3,161 |
|
|
515 |
|
|
- |
|
|
- |
|
|
- |
|
|
Fazenda
Nova operating and service contracts |
|
|
2,736 |
|
|
2,481 |
|
|
618 |
|
|
- |
|
|
- |
|
|
Chapada
construction service contracts |
|
|
26,999 |
|
|
1,883 |
|
|
- |
|
|
- |
|
|
- |
|
|
São
Francisco construction service contracts |
|
|
13,707 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
Total |
|
$ |
46,936 |
|
$ |
5,177 |
|
$ |
879 |
|
$ |
148 |
|
$ |
- |
|
UNDERTAKINGS
The
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 registered pursuant to Form 40-F; the
securities in relation to which the obligation to file an annual report on
Form 40-F arises; or to transactions in said securities.
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, thereunto duly
authorized.
| |
|
|
| |
YAMANA GOLD
INC. |
|
|
|
|
By: |
/s/ Peter Marrone |
| |
Peter Marrone |
| |
President and Chief Executive
Officer |
Date: March 31,
2005
EXHIBIT
INDEX
The
following exhibits have been filed as part of the Annual Report:
|
Exhibit |
Description |
|
99.1 |
Annual
Information Form dated March 28, 2005 |
|
99.2 |
Management's
Discussion and Analysis for fiscal 2004
|
|
99.3 |
Audited financial statements of the
Registrant, and the notes thereto for fiscal 2004 together with the report
of the auditors thereon, including a U.S. GAAP
reconciliation
|
|
99.4 |
Consent
of Deloitte & Touche LLP, Independent Registered Chartered
Accountants |
|
99.5 |
Certifications
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 |
|
99.6 |
Certifications
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 |