SECURITIES AND EXCHANGE COMMISSION
FORM 40-F
£ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
Q ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007 Commission File Number: 000-32748
Corriente Resources Inc.
British Columbia | 1000 | Not Applicable |
(Province or other Jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer Identification No.) |
Incorporation or Organization) | Classification Code Number) |
520 800 West Pender Street
Vancouver, British Columbia, Canada
V6C 2V6
(604) 687-0449
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8940
(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 Exchange on which Registered |
Common Shares, No Par Value | AMEX |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
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:
Q Annual information form Q Audited annual financial statements
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:
74,927,393 Common Shares
Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the SEC 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-_____ No Q
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 Q No £
CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING All resource estimates incorporated by reference in this
annual report on Form 40-F (this "Annual Report") have been prepared in
accordance with Canadian National Instrument 43-101 and the Canadian Institute
of Mining and Metallurgy Classification System. These standards differ
significantly from the requirements of the Securities and Exchange Commission
(the "SEC"), and resource information incorporated by reference herein may not
be comparable to similar information concerning U.S. companies. Without limiting the foregoing, this Annual Report uses the
terms "measured", "indicated" and "inferred" resources. United States investors
are advised that, while such terms are recognized and required by Canadian
securities laws, the SEC does not recognize them. Under United States standards,
mineralization may not be classified as a "reserve" unless the determination has
been made that the mineralization could be economically and legally produced or
extracted at the time the reserve determination is made. United States investors
are cautioned not to assume that all or any part of measured or indicated
resources will ever be converted into reserves. Further, "inferred resources"
have a great amount of uncertainty as to their existence and as to whether they
can be mined legally or economically. It cannot be assumed that all or any part
of the "inferred resources" will ever be upgraded to a higher category.
Therefore, United States investors are also cautioned not to assume that all or
any part of the inferred resources exist, or that they can be mined legally or
economically. Accordingly, information concerning descriptions of mineralization
and resources contained in this Annual Report may not be comparable to
information made public by United States companies subject to the reporting and
disclosure requirements of the SEC. CAUTIONARY NOTE ON FORWARD LOOKING STATEMENTS Certain statements included in this Annual Report and the
exhibits hereto are forward-looking statements, which are made pursuant to the
"safe harbor" provisions of the United States Private Securities Litigation
Reform Act of 1995. They include estimates and statements that describe the
Registrants future plans, objectives and goals, including words to the effect
that the Registrant or management expects a stated condition or result to occur.
Wherever possible, words such as "anticipate", "may", "will", "expect",
"believe", "plan" and other similar expressions have been used to identify these
forward-looking statements. These statements reflect managements beliefs and
are based on information currently available to the Registrants management.
Forward-looking statements involve significant risks, uncertainties and
assumptions. Although the Registrant believes that these statements are based on
reasonable assumptions, a number of factors could cause the actual results,
performance or achievements of the Registrant to be materially different from
future results, performance or achievements expressed or implied by such
forward-looking statements. For a comprehensive review of risk factors, please
refer to the section entitled "Risk Factors" in the Registrants Annual
Information Form and the section entitled "Risks and Uncertainties" in the
Registrants Managements Discussion and Analysis of Financial Condition and
Results of Operations, each included in this Annual Report. The Registrant
disclaims any obligation to update or revise any forward-looking statements to
reflect new events or circumstances, except as required by law. Readers are
cautioned not to put undue reliance on these forward-looking statements.
ESTIMATES OF MEASURED, INDICATED AND INFERRED MINERAL RESOURCES
A. Disclosure Controls and Procedures Disclosure controls and procedures are defined by the SEC as
those controls and other procedures that are designed to ensure that information
required to be disclosed by the Registrant in reports filed or submitted by it
under the Exchange Act, is recorded, processed, summarized and reported within
the time periods specified in the SECs rules and forms. The Registrants Chief Executive Officer and Chief Financial
Officer have evaluated the Registrants disclosure controls and procedures as of
the end of the period covered by this Annual Report and have determined that
such disclosure controls and procedures were effective. See "Managements
Discussion and Analysis of Financial Condition and Results of
OperationsDisclosure Controls and Procedures," included in Exhibit 1.2 to this
Annual Report. B. Managements Annual Report on Internal Control Over
Financial Reporting See "Managements Discussion and Analysis of Financial
Condition and Results of OperationsInternal Controls over Financial Reporting,"
included in Exhibit 1.2 to this Annual Report, and "Managements Report on
Internal Control over Financial Reporting," included in Exhibit 1.3 to this
Annual Report. C. Attestation Report of the Registered Public Accounting
Firm The attestation report of PricewaterhouseCoopers LLP is
included in PricewaterhouseCoopers LLPs report to the shareholders of the
Registrant dated March 26, 2008, which accompanies the Registrants audited
consolidated financial statements for the fiscal year ended December 31, 2007,
filed as Exhibit 1.3 to this Annual Report. D. Changes in Internal Control Over Financial Reporting Since the most recent evaluation of the Registrants internal
control over financial reporting, there have been no changes in the Registrants
internal control over financial reporting that have materially affected, or are
reasonably likely to materially affect, the Registrants internal control over
financial reporting. E. Notice of Pension Fund Blackout Period The Registrant was not required by Rule 104 of Regulation BTR
to send any notice to any of its directors or executive officers during the
fiscal year ended December 31, 2007.
F. Audit Committee Financial Expert
The board of directors of the Registrant has determined that the Chair of the Audit Committee, Dale C. Peniuk, qualifies as an "audit committee financial expert" within the meaning of General Instruction B(8)(b) of Form 40-F and is "independent" within the meaning of applicable SEC regulations and the listing standards of the American Stock Exchange ("AMEX").
The SEC has indicated that the designation of a person as an audit committee financial expert does not make such person an "expert" for any purpose, impose any duties, obligations or liability on such person that are greater than those imposed on members of the audit committee and the board of directors who do not carry this designation or affect the duties, obligations or liability of any other member of the audit committee or board of directors.
G. Code of Ethics The Registrant has adopted a code of ethics, entitled
"Policies and Procedures Manual Code of Conduct," that applies to all
directors, officers and employees. The Registrants code of ethics can be viewed
on its website at http://www.corriente.com/corporate/corporate_corp_governance.php.
H. Principal Accountant Fees and Services Audit Fees The aggregate fees billed by PricewaterhouseCoopers LLP, the
Registrants Independent Registered Chartered Accountants, for the fiscal years
ended December 31, 2007 and 2006 for professional services rendered by
PricewaterhouseCoopers LLP for the audit of the Registrants annual consolidated
financial statements and internal control over financial reporting and services
that are normally provided by PricewaterhouseCoopers LLP in connection with
statutory and regulatory filings or engagements for such years were $173,021 and
$77,831, respectively. No audit of internal control over financial reporting was
performed or required for the fiscal year ended December 31, 2006. Audit-Related Fees The aggregate fees billed by PricewaterhouseCoopers LLP for
the fiscal years ended December 31, 2007 and 2006 for assurance and related
services rendered by it that are reasonably related to the performance of the
audit or review of the Registrants financial statements and are not reported
above as audit fees were $40,208 and $124,809, respectively. Professional
services provided in 2007 included quarterly review of unaudited interim
consolidated financial statements and in 2006 included review services and issue
of comfort letters relating to the Registrants December 2005 and May 2006
short-form prospectuses, meetings and discussions regarding U.S. registration
and review of interim financial statements for both the short-form prospectuses
and U.S. registration, and internal controls and related compliance efforts. Tax Fees The aggregate fees billed by PricewaterhouseCoopers LLP for
the fiscal years ended December 31, 2007 and 2006 for professional services
rendered by it for tax compliance, tax advice, tax planning and other services
were $109,050 and $60,192, respectively. All Other Fees The aggregate fees billed by PricewaterhouseCoopers LLP for
the fiscal years ended December 31, 2007 and 2006 for services provided by
PricewaterhouseCoopers LLP, other than the services reported in the preceding
four paragraphs, were $82,609 and $Nil, respectively. Such services included:
the auditing of certain tax information; review of certain internal financial
models of the Registrant; and audit fees associated with the Arrangement. No
services for other than reported in the preceding four paragraphs were performed
or required for the fiscal year ended December 31, 2006. Audit Committee Pre-Approval Policies and Procedures All audit and non-audit services performed by the
Registrants external auditor must be pre-approved by the audit committee of the
Registrant.
I. 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
effect on its financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that is material to investors. J. Tabular Disclosure of Contractual Obligations As of the fiscal year ended December 31, 2007, the Registrant
had normal trade payables only, and does not have any future contractually
committed calls on its cash. K. Identification of the Audit Committee The Registrant has a separately designated standing Audit
Committee. The members of the Audit Committee are Dale C. Peniuk (Chair),
Richard P. Clark, G. Ross McDonald and David G. Unruh. Each member of the Audit
Committee is "independent" within the meaning of applicable SEC regulations and
the listing standards of AMEX, and each is financially literate and financially
sophisticated. L. Critical Accounting Policies See "Managements Discussion and Analysis of Financial
Condition and Results of OperationsAccounting Estimates, Policies and
Standards," included in Exhibit 1.2 to this Annual Report. M. AMEX Exemption In connection with the Registrants initial application to
list its common shares on AMEX in 2006, the Registrant requested, and was
granted, a waiver, pursuant to the first paragraph of Section 110 of the AMEX
Company Guide, from the quorum requirement set forth in Section 123 of the AMEX
Company Guide. The exemption was granted on the basis that the Registrants
existing quorum requirement complies with Canadian law and is consistent with
Canadian business practices. Under the Registrants bylaws, the quorum
requirement for the transaction of business at a meeting of shareholders is a
minimum of two persons who are, or who represent by proxy, shareholders who, in
the aggregate, hold at least 5% of the issued shares entitled to be voted at the
meeting. The Registrants quorum requirements are not prohibited by the
requirements of the Business Corporations Act (British Columbia) and the
Registrant intends to continue to comply with the requirements of the
Business Corporations Act (British Columbia). The rules of the Toronto Stock
Exchange, upon which the common shares are also listed, do not contain a
specific quorum requirement.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS A. Undertaking The Registrant undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the SEC staff, and to
furnish promptly, when requested to do so by the SEC 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. B. Consent to Service of Process The Registrant has previously filed with the SEC a Form F-X
in connection with its common shares. EXHIBITS The following exhibits are filed as part of this Annual
Report:
SIGNATURE 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.
CORRIENTE RESOURCES INC. | ||
Dated: March 26, 2008 | By: | /S/ DARRYL F. JONES |
By: Darryl F. Jones | ||
Title: Chief Financial Officer |
EXHIBIT INDEX