UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
[X] Registration statement pursuant to Section 12 of the
Securities Exchange Act of 1934
or
[ ] Annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended _____________ Commission File Number _____________
ENDEAVOUR SILVER
CORP.
(Exact name of registrant as specified in its
charter)
Province of British Columbia, Canada | 1040 (Silver mining) | Not Applicable |
(Province or Other Jurisdiction of | (Primary Standard Industrial Classification | (I.R.S. Employer |
Incorporation or Organization) | Code) | Identification No.) |
#800 850 West Hastings Street, Vancouver, BC, Canada, V6C
1E1
Phone: (604) 685-9775, Fax: (604) 685-9744
(Address and
telephone number of registrants principal executive offices)
Copies to: | |
Dorsey & Whitney LLP | Kenneth G. Sam |
Republic Plaza Building, Suite 4700 | Dorsey & Whitney LLP |
370 Seventeenth | Republic Plaza Building, Suite 4700 |
(303) 629-3400 | 370 Seventeenth |
(Name, address (including zip code) and telephone number (including | (303) 629-3445 |
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 without par value | American Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act: N/A
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this form:
[ ] Annual Information Form | [ ] 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. N/A
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 [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. [ ]
Yes [X] No
FORWARD LOOKING STATEMENTS
The Exhibits incorporated by reference into this Registration Statement contain forward-looking statements concerning anticipated developments in the operations of Endeavour Silver Corp. (the Registrant) in future periods, planned exploration activities, the adequacy of the Registrants financial resources and other events or conditions that may occur in the future. Forward-looking statements are frequently, but not always, identified by words such as expects, anticipates, believes, intends, estimates, potential, possible and similar expressions, or statements that events, conditions or results will, may, could or should occur or be achieved. Information concerning the interpretation of drill results and mineral resource estimates also may be deemed to be forward-looking statements, as such information constitutes a prediction of what mineralization might be found to be present if and when a project is actually developed. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Registrant or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those described in the Annual Information Form of the Registrant filed as Exhibit 1 to this Registration Statement.
The Registrants forward-looking statements contained in the Exhibits incorporated by reference into this Registration Statement are made as of the respective dates set forth in such Exhibits. Such forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made. In preparing this Registration Statement, the Registrant has not updated such forward-looking statements to reflect any change in circumstances or in managements beliefs, expectations or opinions that may have occurred prior to the date hereof. Nor does the Registrant assume any obligation to update such forward-looking statements in the future. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES
The Registrant is permitted, under a multi-jurisdictional disclosure system adopted by the United States, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its financial statements, which are filed with this report on Form 40-F in accordance with Canadian generally accepted accounting practices (GAAP), and they may be subject to Canadian auditing and auditor independence standards. They may not be comparable to financial statements of the United States companies. Significant differences between Canadian GAAP and United States GAAP are described in Exhibit 4 to this registration statement.
RESOURCE AND RESERVE ESTIMATES
The terms Mineral Reserve, Proven Mineral Reserve and Probable Mineral Reserve are Canadian mining terms as defined in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101) under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the CIM) CIM Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as may be amended from time to time by the CIM. These definitions differ from the definitions in the United States Securities & Exchange Commission (SEC) Industry Guide 7 under the Securities Act of 1933. The definitions of proven and probable reserves used in NI 43-101 differ from the definitions in the United States Securities and Exchange Commission (SEC) Industry Guide 7. Under SEC Guide 7 standards, a Final or Bankable feasibility study is required to report reserves, the three year history average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.
In addition, the terms mineral resource, measured mineral resource, indicated mineral resource and inferred mineral resource are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and normally are not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. Inferred mineral resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases.
Accordingly, information contained in this report and the documents incorporated by reference herein containing descriptions of our mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
II-2
DOCUMENTS FILED PURSUANT TO GENERAL INSTRUCTIONS
In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 1, 2, 3 and 5 through Exhibit 83, inclusive as set forth in the Exhibit Index attached hereto.
In accordance with General Instruction C.(2) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 3 and 4, the Annual Audited Consolidated Financial Statements of the Registrant for the ten month period ended December 31, 2005 and for the years ended February 28, 2005 and February 29, 2004, including a reconciliation of the financial statements to U.S. Generally Accepted Accounting Practices as required by Item 17 of Form 20-F, and Exhibit 5, the Company’s management’s discussion and analysis for the ten month period ended December 31, 2005 and for the years ended February 28, 2005 and February 29, 2004, as set forth in the Exhibit Index attached hereto.
In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed written consents of certain experts named in the foregoing Exhibits as Exhibit 84 through Exhibit 86, inclusive, as set forth in the Exhibit Index attached hereto.
The Company has no off-balance sheet arrangements.
The following table lists as of December 31, 2005 information with respect to the Companys known contractual obligations.
Payments due by Period | |||||
Contractual Obligations | Total | Less than 1 year |
1-3 years | 3-5 years | More than 5 years |
Sale and Purchase of Shares with Reservation of Ownership Agreement dated May 17, 2004 (1) |
US$1,699,287 |
US$423,571 |
US$1,275,716 |
Nil |
Nil |
MSCG Assignment of Mining Concession Rights Agreement dated May 17, 2004 (2) |
US$20,000 |
US$5,000 |
US$15,000 |
Nil |
Nil |
Contract of Assignment of Mining Exploitation Rights dated October 11, 2005 (3) |
US$974,234 |
US$74,234 |
US$900,000 |
Nil |
Nil |
Contract for Transfer of Rights dated July 28, 2005 |
US$100,000 |
Nil |
US$100,000 |
Nil |
Nil |
II-3
Payments due by Period | |||||
Contractual Obligations | Total | Less than 1 year |
1-3 years | 3-5 years | More than 5 years |
Contract for Mine Exploration and Option dated August 5, 2005 |
US$85,000 |
US$15,000 |
US$70,000 |
Nil |
Nil |
TOTAL | US$2,878,521 | US$517,805 | US$2,360,716 | Nil | Nil |
(1) | Pursuant to the Sale and Purchase of Shares with Reservation of Ownership Agreement dated May 17, 2004, the Company can acquire up to a 100% interest in Minera Santa Cruz y Garibaldi S.A. de C.V. (“Minera Santa Cruz”). As at December 31, 2005, the Company earned a 51% option interest in Minera Santa Cruz. However, in order to obtain legal rights to its 51% interest after January 28, 2006, the Company had to make a payment of US$423,571 on January 28, 2006 which the Company did make. The Company currently has a 51% interest in Minera Santa Cruz. To acquire the remaining 49% interest in Minera Santa Cruz, the Company must pay US$637,858 on January 28, 2007 and a further US$637,858 on January 28, 2008. |
(2) |
Pursuant to the MSCG Assignment of Mining Concession Rights Agreement dated May 17, 2004, the Company can acquire up to a 100% interest in two mining concessions. As at December 31, 2005, the Company earned a 51% option interest in these concessions. However, in order to obtain legal rights to its 51% interest after January 28, 2006, the Company had to make a payment of US$5,000 on January 28, 2006 which the Company did make. The Company currently has a 51% interest in these mining concessions. To acquire the remaining 49% interest in the mining concessions, the Company must pay US$5,000 on January 28, 2007 and a further US$5,000 on January 28, 2008. |
(3) | Pursuant to the Contract of Assignment of Mining Exploitation Rights dated October 11, 2005 for the El Porvenir mine, the Company is to expend a minimum of US$100,000 per quarter and an additional US$500,000 during the first two years of the term of the agreement. As at December 31, 2005 and June 30, 2006, the Company has incurred expenditures of approximately US$325,000 and US$1.2 million, respectively, related to the exploration, exploitation, development and operation of the El Porvenir mine. |
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 II-4
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.
CONSENT TO SERVICE OF PROCESS
Concurrently with the filing of the Registration Statement on Form 40-F, the Registrant will file with the Commission a written Irrevocable Consent and Power of Attorney on Form F-X.
Any change to the name or address of the Registrants agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referring the file number of the Registrant.
II-5
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.
ENDEAVOUR SILVER CORP. | |
/s/ Bradford Cooke | |
Bradford Cooke | |
Chairman and Chief Executive Officer | |
Date: November 10, 2006 |
EXHIBIT INDEX
The following exhibits have been filed as part of the Registration Statement:
Exhibit | Description |
Sequential |
|
Page No. | |
15 | ||
16 | ||
|
||
Shareholder Meeting Materials | ||
17 | ||
18 | ||
|
||
Material Change Reports | ||
19 | ||
|
||
News Release | ||
20 | October 24, 2006 Endeavour acquires Arroyo Seco Silver Project in Michoacan, Mexico |
|
21 | ||
22 | ||
23 | August 15, 2006 Endeavour reports record operating results for Second Quarter, 2006 |
|
24 | ||
|
||
25 | August 3, 2006 Endeavour expands into second major silver district in Mexico |
|
26 | ||
27 |
July 26, 2006 Endeavour closes $5 million over-subscription to previous special warrant financing |
Exhibit | Description |
Sequential |
|
Page No. | |
59 | ||
60 | ||
61 | ||
62 | ||
63 | ||
64 | ||
65 | ||
66 | February 24, 2005 Endeavour strengthens senior management team |
|
67 | ||
68 | ||
69 | ||
70 | ||
|
||
Technical Reports | ||
71 | ||
72 |
Exhibit | Description | Sequential |
Page No. | ||
|
||
Prospectuses | ||
73 | ||
|
||
74 | ||
|
||
Material Agreements | ||
75 | ||
|
||
76 | ||
|
||
77 | ||
|
||
Constating Document | ||
78 | September 13, 2004 Certificate of Change of Name (Province of British Columbia, Canada) |
|
|
||
79 | August 27, 2002 Certificate of Change of Name (Province of British Columbia, Canada) |
|
|
||
80 | March 11, 1981 Certificate of Incorporation (Province of British Columbia, Canada) |
|
|
||
81 | Articles of the Company under the BC Business Corporations Act |
|
|
||
82 | ||
|
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Shareholder Rights Plan | ||
83 | ||
|
||
Consents |
|
|
|
||
84 | ||
|
||
85 |
Consent of A.E. Olson, Member AusIMM, of Range Consulting Group, LLC dated November 6, 2006 |
Exhibit | Description | Sequential |
Page No. | ||
86 | Consent of Velasquez Spring, PEng, Senior Geologist, of Watts, Griffis and McOuat Limited, Consulting Geologists and Engineers dated November 6, 2006 |