UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
(Check one)
[ ] 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, 2005 Commission file number 001-32412
GLENCAIRN GOLD CORPORATION
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(Exact name of Registrant as specified in its charter)
Not Applicable Ontario Not Applicable
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(Translation of (Province of other of (I.R.S. Employer
Registrant's name jurisdiction of incorporation Identification
into English or organization) Number (if applicable))
(if applicable))
1041
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(Primary Standard Industrial Classification Code Number (if applicable))
6 Adelaide Street East, Suite 500, Toronto, Ontario M5C 1H6,
Canada (416) 860-0919
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(Address and telephone number of Registrant's principal executive offices)
Martin Pomerance, Dorsey & Whitney LLP, 250 Park Avenue, New York, NY 10177,
USA (212) 415-9200
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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 American Stock Exchange
Toronto Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
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(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.
None
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(Title of Class)
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 issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.
As at December 31, 2005, _________________ 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.
[ ] 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.
[X] Yes [ ] No
RESOURCE AND RESERVES ESTIMATES
All mineral resource and reserve estimates in this Annual Report on Form
40-F have been prepared in accordance with Canadian National Instrument 43-101
and the Canadian Institute of Mining and Metallurgy ("CIM") Classification
System. These standards differ significantly from the requirements of the United
States Securities and Exchange Commission, and mineral resource and reserve
information herein may not be comparable to similar information concerning U.S.
companies.
CONTROLS AND PROCEDURES
As of the end of the registrant's fiscal year ended December 31, 2005, an
evaluation of the effectiveness of the registrant's "disclosure controls and
procedures" (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) was carried
out by the registrant's management with the participation of the principal
executive officer and principal financial officer. Based upon that evaluation,
the registrant's principal executive officer and principal financial officer
have concluded that as of the end of that fiscal year, the registrant's
disclosure controls and procedures are effective to ensure that information
required to be disclosed by the registrant in reports that it files or submits
under the Exchange Act is (i) recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms and (ii) accumulated and communicated to the registrant's management,
including its principal executive officer and principal financial officer, to
allow timely decisions regarding required disclosure.
It should be noted that while the registrant's principal executive officer
and principal financial officer believe that the registrant's disclosure
controls and procedures provide a reasonable level of assurance that they are
effective, they do not expect that the registrant's disclosure controls and
procedures or internal control over financial reporting will prevent all errors
and fraud. A control system, no matter how well conceived or operated, can
provide only reasonable, not absolute, assurance that the objectives of the
control system are met.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
During the fiscal year ended December 31, 2005, 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
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 all the members of the Registrant's audit committee satisfy the
criteria for audit committee financial experts under the Exchange Act. The SEC
has indicated that the designation of such directors as audit committee
financial experts does not make such directors "experts" for any purpose, impose
any duties, obligations or liability on such directors that are greater than
those imposed on members of the board of directors who do not carry this
designation.
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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
to any person without charge, upon written request made to General Counsel at 6
Adelaide Street East, Suite 500, Toronto, Ontario M5C 1H6, Canada (416)
860-0919.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fees payable to the Registrant's independent auditor,
PricewaterhouseCoopers LLP, for the years ended December 31, 2005 and 2004,
totaled Cdn$301,725 and Cdn$562,025, respectively, as detailed in the following
table:
Year ended Year ended
December 31, 2005 December 31, 2004
----------------- -----------------
Audit Fees Cdn$258,725 Cdn$442,025
Audit Related Fees Cdn$43,000 Cdn$50,000
Tax Fees Nil Cdn$11,000
All Other Fees Nil Cdn$59,000
--- ----------
TOTAL Cdn$301,725 Cdn$562,025
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 Securities and Exchange 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 Sarbanes-Oxley Section 404 advisory services, internal control
reviews, audits of the Registrant's various employee benefit plans, transaction
due diligence, subsidiary audits, and other services related to acquisitions and
dispositions.
Tax Fees
These tax fees were for tax compliance, tax advice and tax planning. These
services included the preparation and review of corporate and expatriate tax
returns, assistance with tax audits and transfer pricing matters, advisory
services relating to federal, state, provincial and international tax compliance
for customs and duties, advisory services regarding common forms of domestic and
international taxation (i.e., tax credits, income tax, VAT, GST and excise
taxes) and advisory services regarding restructurings, mergers and acquisitions.
All Other Fees
Fees disclosed in the table above under the item "all other fees" were for
services other than the audit fees, audit-related fees and tax fees described
above.
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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 up to an aggregate of Cdn$25,000. 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, 2005, 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 diclosure provided under the heading "Contractual Obligations" in
Exhibit 99.3 hereto is incorporated by reference herein.
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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.
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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.
GLENCAIRN GOLD CORPORATION
/s/ Kerry J. Knoll
-----------------------------------------
Kerry J. Knoll
President and Chief Executive Officer
Date: March __, 2006
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EXHIBIT INDEX
The following exhibits have been filed as part of the Annual Report:
Exhibit Description
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99.1 Annual Information Form dated March 29, 2006
99.2 Audited financial statements of the Registrant, and the notes
thereto for fiscal 2005 together with the report of the auditors
thereon, including a U.S. GAAP reconciliation
99.3 Management's Discussion and Analysis for fiscal 2005
99.4 Consent of PricewaterhouseCoopers LLP
99.5 Consent of K. Atkin
99.6 Consent of M. Gareau
99.7 Certifications pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
99.8 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002