40FR12B/A: Registration of a Class of Securities of certain Canadian issuers [Section 12(b)]
Published on
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM 40-F
| ☒ | 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
ARIS MINING CORPORATION
(Exact name of registrant as specified in its charter)
| British Columbia, Canada | 1040 | N/A | ||
| (Province or Other Jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
| Incorporation or Organization) | Classification Code) | Identification No.) |
425 Hornby Street
Vancouver, British Columbia
V6C 2Y2
(604) 764-5870
(Address and telephone number of registrant’s principal executive offices)
CT Corporation
28 Liberty Street
New York, New York 10005
(212) 894-8940
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class: |
Trading Symbol(s) |
Name of Each Exchange On Which Registered: | ||
| Common Shares, no par value | ARMN | NYSE American LLC | ||
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:
| ☐ Annual Information Form | ☐ Audited Annual Financial Statements |
Indicate the number of outstanding shares of each of the registrant’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: (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 ☒ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☐ Yes ☐ No
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
Explanatory Note
On September 6, 2023, Aris Mining Corporation (the “Registrant”) filed with the Commission its registration statement on Form 40-F in connection with the pending listing of its common shares on the NYSE American LLC (the “Original Registration Statement”). Subsequent to filing the Original Registration Statement, the Registrant noted that the Independent Auditor’s Report had been inadvertently omitted from Exhibit 99.10 to the Original Registration Statement. A corrected version of Exhibit 99.10, which replaces Exhibit 99.10 included in the Original Registration Statement in its entirety, as well as the consent of KPMG LLP, are filed herewith. No other information in or exhibit to the Original Registration Statement is or has been amended.
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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 Amendment no. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| ARIS MINING CORPORATION |
| /s/ Ashley Baker |
| Name: Ashley Baker |
| Title: General Counsel and Corporate Secretary |
Date: September 7, 2023
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EXHIBIT INDEX
The following documents are being filed with the Commission as exhibits to this registration statement on Form 40-F.
| * | Previously filed. |