UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 40-F
[ ] 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,
2016
Commission File Number:
001-33580
ASANKO GOLD INC.
(Exact
name of Registrant as specified in its charter)
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British Columbia
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1040
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Not Applicable
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(Province or Other Jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer
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Incorporation or Organization)
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Classification Code)
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Identification No.)
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680 - 1066 West Hastings Street
Vancouver,
British Columbia
Canada V6E 3X2
(604)
683-8193
(Address and telephone number of Registrant’s principal
executive offices)
National Registered Agents, Inc.
875 Avenue of
the Americas, Suite 501
New York, New York 10001
Tel:
1-800-550-6724
(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:
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Title Of Each Class
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Name Of Each Exchange On Which Registered
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Common Shares, no par value
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NYSE MKT
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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:
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[X] Annual Information Form
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[X] Audited Annual Financial Statements
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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:
201,829,207
Common
Shares as of December 31, 2016
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 [ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted 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 and post such
files).
Yes [ ] No
[ ]
INTRODUCTORY INFORMATION
In this annual report, references to the “Company” or “Asanko”
mean Asanko Gold Inc. and its subsidiaries, unless the context suggests
otherwise.
Asanko is a Canadian issuer eligible to file its annual report
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) on Form 40-F pursuant to the multi-jurisdictional disclosure
system adopted by the United States Securities and Exchange Commission (the
“SEC”). The equity securities of the Company are exempt from Sections 14(a),
14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 of the
Exchange Act.
Unless otherwise indicated, all amounts in this annual report
are in US dollars and all references to “$” mean US dollars.
PRINCIPAL DOCUMENTS
The following documents that are filed as exhibits to this
annual report are incorporated by reference herein:
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the Company’s Annual Information
Form for the year ended December 31, 2016;
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the Company’s Audited Consolidated Financial Statements
as at December 31, 2016 and 2015, and the notes thereto; and
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the Company’s Management
Discussion and Analysis for the year ended December 31, 2016.
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The Company’s Audited Consolidated Financial Statements that
are incorporated by reference into this annual report have been prepared in
accordance with International Financial Reporting Standards (“IFRS”) as issued
by the International Accounting Standards Board (the “IASB”).
FORWARD-LOOKING STATEMENTS
This annual report includes or incorporates by reference
certain statements that constitute “forward-looking statements” within the
meaning of the United States Private Securities Litigation Reform Act of 1995.
These statements appear in a number of places in this annual report and
documents incorporated by reference herein and include statements regarding the
Company’s intent, belief or current expectation and that of the Company’s
officers and directors. These forward-looking statements involve known and
unknown risks and uncertainties that may cause the Company’s actual results,
performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. In certain cases, forward-looking statements can be identified by
the use of words such as “believe”, “intend”, “may”, “will”, “should”, “plans”,
“anticipates”, “believes”, “potential”, “intends”, “expects” and other similar
expressions.
Forward-looking statements, particularly as they relate to the
actual results of exploration activities, actual results of reclamation
activities, the estimation or realization of mineral reserves and resources (as
such terms are used in the Company’s Annual Information Form), the timing and
amount of estimated future production, capital expenditures, costs and timing of
the development of new mineral deposits, requirements for additional capital,
future prices of precious and base metals, possible variations in ore grade or
recovery rates, failure of plant, equipment or processes to operate as
anticipated, accidents, labor disputes, road blocks and other risks of the
mining industry, delays in obtaining governmental approvals, permits or
financing or in the completion of development or construction activities,
currency fluctuations, title disputes or claims limitations on insurance coverage and
the timing and possible outcome of pending litigation and the timing or
magnitude of such events, are inherently risky and uncertain.
- 2 -
Key assumptions upon which the Company’s forward-looking
statements are based, include the following:
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the Company’s current estimates of mineral reserves, mineral resources,
mineral grades and mineral recovery are accurate;
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the Company has a valid interest in its mineral properties;
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the price of gold will not fall significantly;
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the Company will, if required, be able to secure new financing to continue
its exploration and operational activities;
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there being no significant adverse changes in currency exchange rates;
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there being no significant changes in the ability of the Company to comply
with environmental, safety and other regulatory requirements;
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the Company’s ability to obtain regulatory approvals (including licenses
and permits) in a timely manner;
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the absence of any material adverse effects arising as a result of
political instability, criminal activity, terrorism, sabotage, natural
disasters, equipment failures or adverse changes in government legislation or
the socio-economic conditions in the surrounding area to the Company’s
operations;
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the Company’s ability to achieve its growth strategy;
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the Company’s operating costs will not increase significantly; and
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key personnel will continue their employment with the Company and the
Company will have access to all resources necessary to continue with its
exploration and development activities.
Readers are cautioned that the foregoing list is not exhaustive
of all factors and assumptions which may have been used. These assumptions
should be considered carefully by readers.
Readers are advised to carefully review and consider the risk
factors identified in the Company’s Annual Information Form under the heading
“Risk Factors” and in the other documents incorporated by reference herein for a
discussion of the factors that could cause the Company’s actual results,
performance and achievements to be materially different from any anticipated
future results, performance or achievements expressed or implied by the
forward-looking statements. These risks include, but not limited to:
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risks inherent in project developments, especially in a developing economy
such as Ghana’s including the risk of cost overruns, the inherent uncertainty
of feasibility studies, the actual performance of production and recovery
equipment deviating from expectations;
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developing economy risks including, but not limited to, uncertainties
related to the taxation and royalty regimes, the recovery of value-added
taxes, security of title/tenure regime, labour laws, foreign ownership restrictions, foreign
exchange and capital repatriation restrictions and indigenous population
concerns;
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operational risks associated with mining and mineral processing including
experiencing lower grades than estimated, lower metal recoveries than
projected, lower metals prices than anticipated, health, safety and
environmental risks;
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development and operational risks that may result in financial losses and
the need to seek additional capital which may result in dilution to
shareholders or the application of funds to debt repayment;
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general mining risks include environmental liability claims, risk of
accident, unexpected ground conditions, and other risks for which insurance
may not be available or affordable; and
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the risk factors described in our Annual Information Form under the
heading “Risk Factors” that is incorporated by reference into this annual
report.
Readers are further cautioned that the foregoing list of
assumptions and risk factors is not exhaustive and it is recommended that
readers consult the more complete discussion of the Company’s business,
financial condition and prospects that is included in the Company’s Annual
Information Form, and in other documents incorporated by reference herein. The
forward-looking statements contained in this annual report are made as of the
date hereof and, accordingly, are subject to change after such date. Although
the Company believes that the assumptions on which the forward-looking
statements are made are reasonable, based on the information available to the
Company on the date such statements were made, no assurances can be given as to
whether these assumptions will prove to be correct. The Company assumes no
obligation to update or to publicly announce the results of any change to any of
the forward-looking statements contained or incorporated by reference herein to
reflect actual results, future events or developments, changes in assumptions or
changes in other factors affecting the forward-looking statements, other than
where a duty to update such information or provide further disclosure is imposed
by applicable law, including applicable United States federal securities laws.
CAUTIONARY NOTE TO UNITED STATES INVESTORS
CONCERNING
ESTIMATES OF RESERVES AND MEASURED, INDICATED AND INFERRED
RESOURCES
The disclosure in this annual report, including the documents
incorporated by reference herein, uses terms that comply with reporting
standards in Canada and certain estimates are made in accordance with Canadian
National Instrument 43-101
Standards of Disclosure for Mineral Projects
(“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities
Administrators that establishes standards for all public disclosure an issuer
makes of scientific and technical information concerning mineral projects.
Unless otherwise indicated, all reserve and resource estimates contained in or
incorporated by reference in this annual report have been prepared in accordance
with NI 43-101. These standards differ significantly from the requirements of
the SEC, and reserve and resource information contained herein and incorporated
by reference herein may not be comparable to similar information disclosed by
U.S. companies.
This annual report includes mineral reserve estimates that have
been calculated in accordance with NI 43-101, as required by Canadian securities
regulatory authorities. For United States reporting purposes, SEC Industry Guide
7 (under the Exchange Act), as interpreted by Staff of the SEC, applies
different standards in order to classify mineralization as a reserve. As a
result, the definitions of proven and probable reserves used in NI 43-101 differ
from the definitions in the SEC Industry Guide 7. Under SEC 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. Among other things, all necessary permits would be
required to be in hand or issuance imminent in order to classify mineralized
material as reserves under the SEC standards. Accordingly, certain mineral
reserve estimates contained in this annual report may not qualify as “reserves”
under SEC standards.
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In addition, this annual report uses the terms “measured
mineral resources”, “indicated mineral resources” and “inferred mineral
resources” to comply with the reporting standards in Canada. We advise investors
that while those terms are recognized and required by Canadian regulations, the
SEC does not recognize them. Investors are cautioned not to assume that any part
or all of the mineral deposits in these categories will ever be converted into
mineral reserves. These terms have a great amount of uncertainty as to their
existence, and great uncertainty as to their economic and legal feasibility.
Further, “inferred resources” have a great amount of
uncertainty as to their existence and as to whether they can be mined legally or
economically. Therefore, Investors are also cautioned not to assume that all or
any part of the inferred resources exist. In accordance with Canadian rules,
estimates of “inferred mineral resources” cannot form the basis of feasibility
or other economic studies.
It cannot be assumed that all or any part of “measured mineral
resources”, “indicated mineral resources”, or “inferred mineral resources” will
ever be upgraded to a higher category. Investors are cautioned not to assume
that any part of the reported “measured mineral resources”, “indicated mineral
resources”, or “inferred mineral resources” in this annual report is
economically or legally mineable.
In addition, disclosure of “contained ounces” in respect of
resources that do not qualify as reserves is permitted disclosure under Canadian
regulations; however, the SEC only permits issuers to report reserves in ounces
and requires other mineralized material to be reported as in place tonnage and
grade without reference to unit measures.
For the above reasons, information contained in this annual
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.
NOTE TO UNITED STATES READERS REGARDING
DIFFERENCES
BETWEEN UNITED STATES AND CANADIAN REPORTING PRACTICES
The Company is permitted to prepare this annual report in
accordance with Canadian disclosure requirements, which are different from those
of the United States. The Company’s consolidated financial statements are
prepared in accordance with International Financial Reporting Standards (“IFRS”)
as issued by the International Accounting Standards Board (the “IASB”). IFRS
differs in certain respects from U.S. GAAP and from practices prescribed by the
SEC. Therefore, the Company’s historic financial statements and the financial
statements incorporated by reference in this annual report may not be comparable
to financial statements prepared in accordance with U.S. GAAP.
CURRENCY
Unless otherwise indicated, all dollar amounts in this annual
report are in United States dollars. The exchange rate of United States dollars
into Canadian dollars on December 31, 2016, based upon the noon rate published
by the Bank of Canada, was U.S.$1.00=CDN$ 1.3427. The exchange rate of United
States dollars into Canadian dollars, on March 15, 2017, based upon the noon
rate as published by the Bank of Canada, was U.S.$1.00=CDN$ 1.3451.
- 5 -
DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures are defined in Rule
13a-15(e) under the Exchange Act to mean controls and other procedures of an
issuer that are designed to ensure that information required to be disclosed by
the issuer in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the SEC’s rules and forms and includes, without limitation, controls and
procedures designed to ensure that such information is accumulated and
communicated to the issuer’s management, including its principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.
As of the end of the period covered by this report, our
management carried out an evaluation, with the participation of our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that, as of December 31,
2016, our disclosure controls and procedures, as defined in Rule 13a-15(e), were
effective. See “Internal Controls” on page 37 of Exhibit 99.7, Management
Discussion and Analysis of the Company.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
The Company’s management is responsible for establishing and
maintaining adequate internal control over financial reporting, as defined in
Exchange Act Rule 13a-15(f). Management conducted an evaluation of the
effectiveness of the Company’s internal control over financial reporting based
on the framework in Internal Control – Integrated Framework issued in 2013 by
The Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Based on this evaluation, management concluded that the Company’s internal
control over financial reporting was effective as of December 31, 2016. There
have been no changes in the Company’s internal control over financial reporting
during the year ended December 31, 2016 that have materially affected, or are
reasonably likely to materially affect, the Company’s internal control over
financial reporting, with the exception of new controls which have been
implemented with respect to the recording of financial results upon and since
the commencement of commercial production.
Management is responsible for designing, establishing and
maintaining a system of internal controls over financial reporting to provide
reasonable assurance that the financial information prepared by the Company for
external purposes is reliable and has been recorded, processed and reported in
an accurate and timely manner in accordance with IFRS as issued by the IASB. The
Board of Directors is responsible for ensuring that management fulfills its
responsibilities. The Audit Committee fulfills its role of ensuring the
integrity of the reported information through its review of the interim and
annual financial statements. Management reviewed the results of their assessment
with the Company’s Audit Committee. There are inherent limitations in the
effectiveness of internal controls over financial reporting, including the
possibility that misstatements may not be prevented or detected. Accordingly,
even effective internal controls over financial reporting can provide only
reasonable assurance with respect to financial statement preparation.
Furthermore, the effectiveness of internal controls can change with
circumstances. The Company has paid particular attention to segregation of
duties surrounding its internal controls over financial reporting. However,
“ideal” segregation of duties is not always feasible as the Company has limited
staff resources. This risk is mitigated by management and Board review where
appropriate. At the present time, the Company will continue to rely on review
procedures to detect potential misstatements in reporting of material to the
public.
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The Company’s management, including the CEO and CFO, believe
that any internal controls over financial reporting, including those systems
determined to be effective and no matter how well conceived and operated, have
inherent limitations and can provide only reasonable, not absolute, assurance
that the objectives of the control system are met with respect to financial
statement preparation and presentation. Because of the inherent limitations in
all control systems, they cannot provide absolute assurance that all control
issues and instances of fraud, if any, within the Company have been prevented or
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by unauthorized
override of the control. The design of any system of controls is also based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions. Accordingly, because of the inherent
limitations in a cost effective control system, misstatements due to error or
fraud may occur and not be detected.
The Company’s independent registered public accounting firm,
KPMG LLP has audited the Company’s internal control over financial reporting as
at December 31, 2016, and has issued an attestation report on the Company’s
internal control over financial reporting which is included in Exhibit 99.6.
ATTESTATION REPORT OF
REGISTERED PUBLIC ACCOUNTING
FIRM
The Company, is an “emerging growth company”, as defined in
section 3(a) of the Exchange Act (as amended by the United States Jumpstart Our
Business Startups Act). Accordingly, it is not required to provide an
attestation report of the Company’s independent registered public accounting
firm on the Company’s internal control over financial reporting as at December
31, 2016, but is doing so voluntarily. KPMG LLP has audited the Company’s
internal control over financial reporting as at December 31, 2016 and has issued
an attestation report on the Company’s internal control over financial reporting
which is included in Exhibit 99.6.
AUDIT COMMITTEE
The Company’s Board of Directors has established a
separately-designated Audit Committee of the Board in accordance with section
3(a)(58)(A) of the Exchange Act and section 802(B)(2) of the NYSE MKT Company
Guide.
The Company's Audit Committee comprises three directors that
the Board of Directors have determined are independent as determined under each
of Rule 10A-3 under the Exchange Act and Section 803(A) of the NYSE MKT Company
Guide:
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Marcel de Groot (Chair)
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Gordon Fretwell
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Michael Price
AUDIT COMMITTEE FINANCIAL EXPERT
The Company’s Board of Directors has determined that Marcel de
Groot, the Chair of the Audit Committee of the Board, is an audit committee
financial expert (as that term is defined in Item 407 of Regulation S-K under
the Exchange Act) and is an independent director under applicable laws and
regulations and the requirements of the NYSE MKT.
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
The aggregate Audit Fees billed to the Company by KPMG LLP in
its capacity as the Company’s independent registered public accounting firm
totalled C$675,377 for the year ended December 31, 2016 and C$458,154 for the
year ended December 31, 2015. No other fees were paid to the Company’s
independent registered public accounting firm.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has not entered into any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on the Company’s financial condition, changes in financial condition,
revenues, expenses, results of operations, liquidity, capital expenditures or
capital resources that are material to investors.
CONTRACTUAL OBLIGATIONS
The disclosures provided under “Commitments” on page 26 of
Exhibit 99.7, Management’s Discussion and Analysis, is incorporated by reference
herein.
CODE OF BUSINESS CONDUCT AND ETHICS
Adoption of Code of Ethics
The Company has adopted a Code of Business Conduct and Ethics
(the “
Code of Ethics
”) for all its directors, executive officers and
employees. The Code of Ethics materially complies with Section 807 of the NYSE
MKT Company Guide. The Code of Ethics meets the requirements for a “code of
ethics” within the meaning of that term in Form 40-F. The text of the Code of
Ethics is posted on the Company's website at:
https://www.asanko.com/assets/pdf/Asanko-Continuous-Disclosure-and-Corporate-Governanc.pdf.
Amendments or Waivers
During the fiscal year ended December 31, 2016, the Company did
not substantively amend, waive or implicitly waive any provision of the Code of
Ethics with respect to any of the directors, executive officers or employees
subject to it.
To the extent that the Company's board or a board committee
determines to grant any waiver of the Code of Ethics for an executive officer or
director, the NYSE MKT Company Guide requires that the waiver must be disclosed
to shareholders within four business days of such determination.
All amendments to the Code of Ethics, and all waivers of the
Code of Ethics with respect to the Company’s principal executive officer,
principal financial officer or other persons performing similar functions, will
be posted on the Company’s website, submitted to the SEC on Form 6-K and
provided in print to any shareholder that provides the Company with a written
request addressed to the Company’s Corporate Secretary.
NYSE MKT CORPORATE GOVERNANCE
The Company’s common shares are listed for trading on the NYSE
MKT. Section 110 of the NYSE MKT Company Guide permits NYSE MKT to consider the
laws, customs and practices of foreign issuers in relaxing certain NYSE MKT listing criteria, and to grant
exemptions from NYSE MKT listing criteria based on these considerations. A
foreign company seeking relief under these provisions is required to provide
written certification from independent local counsel that the non-complying
practice is not prohibited by home country law.
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The Company has the following corporate governance practices
that do not comply with NYSE MKT corporate governance practices for U.S.
domestic companies:
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Upon listing, the Company received an exemption from its quorum
requirements for meetings of shareholders. Under the NYSE MKT listing
standards, the quorum requirement is a minimum of one third of shareholders
entitled to vote. The Company does not meet this requirement and has been
granted relief from this listing standard.
In addition, Section 713 of the NYSE MKT Company Guide requires
that the Company obtain the approval of its shareholders for share issuances
equal to 20 percent or more of presently outstanding shares for a price which is
less than the greater of book or market value of the shares. This requirement
does not apply to public offerings. There is no such requirement under British
Columbia law or under the Company’s home stock exchange rules (Toronto Stock
Exchange) unless the dilutive financing results in a change of control. The
Company intends to seek a waiver from NYSE MKT’s section 713 requirements should
a dilutive private placement financing trigger the NYSE MKT shareholders’
approval requirement in circumstances where the same financing does not trigger
such a requirement under British Columbia law or under the Company’s home
country stock exchange rules.
Except as disclosed above, the Company believes that there are
otherwise no significant differences between its corporate governance policies
and those required to be followed by United States domestic issuers listed on
the NYSE MKT.
A copy of the Company’s Corporate Governance Manual is
available on the Company’s website at
www.asanko.com
. In addition, the Company
is required by National Instrument 58-101 of the Canadian Securities
Administrators,
Disclosure of Corporate Governance Practices
, to describe
its practices and policies with regard to corporate governance in management
information circulars that are furnished to the Company’s shareholders in
connection with annual meetings of shareholders.
The Company’s governance practices also differ from those
followed by U.S. domestic companies pursuant to NYSE MKT listing standards in
the following manner, although the Company does not believe such differences to
be particularly significant:
Board Meetings
Section 802 (c) of the NYSE MKT Company Guide requires that the
Board of Directors hold meetings on at least a quarterly basis. The Board of
Directors of the Company is not required to meet on a quarterly basis under the
laws of the Province of British Columbia, but nevertheless meets on a regular
basis.
Solicitation of Proxies
NYSE MKT requires the solicitation of proxies and delivery of
proxy statements for all shareholder meetings, and requires that these proxies
shall be solicited pursuant to a proxy statement that conforms to applicable SEC
proxy rules. The Company is a foreign private issuer as defined in Rule 3b-4
under the Exchange Act, and the equity securities of the Company are accordingly
exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f)
of the Exchange Act. The Company solicits proxies in accordance with applicable
rules and regulations in Canada.
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MINE SAFETY DISCLOSURE
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street
Reform and Consumer Protection Act 2010, issuers that are operators, or that
have a subsidiary that is an operator, of a coal or other mine in the United
States are required to disclose in their periodic reports filed with the SEC
information regarding specified health and safety violations, orders and
citations, related assessments and legal actions, and mining-related fatalities
under the regulation of the Federal Mine safety and Health Administration under
the Federal Mine Safety and Health Act of 1977.
The Company did not have any mines in the United States during
the fiscal year ended December 31, 2016.
NOTICES PURSUANT TO REGULATION BTR
The Company did not send any notices required by Rule 104 of
Regulation BTR during the year ended December 31, 2016 concerning any equity
security subject to a blackout period under Rule 101 of Regulation BTR.
UNDERTAKING
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 in relation to which the obligation to
file an annual report on Form 40-F arises, or transactions in said
securities.
CONSENT TO SERVICE OF PROCESS
In connection with the filing of its annual report on Form 40-F
with the SEC on July 2, 2012, the Company caused an Appointment of Agent for
Service of Process and Undertaking on Form F-X to be signed by the Company and
its agent for service of process with respect to the class of securities in
relation to which the obligation to file this annual report on Form 40-F arises.
The Form F-X was filed with the SEC on February 15, 2013.
Any change to the name or address of the Company’s agent for
service shall be communicated promptly to the Commission by amendment to Form
F-X referencing the file number of the Company.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Company
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.
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Date: March 15, 2017.
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ASANKO GOLD INC.
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By:
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/s/ Fausto Di Trapani
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Fausto Di Trapani
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
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Number
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Exhibit Description
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99.1
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Certification of Chief Executive Officer pursuant to Rule
13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
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99.2
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Certification of Chief Financial Officer pursuant to Rule
13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
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99.3
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Certification of Chief Executive Officer pursuant to Rule
13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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99.4
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Certification of Chief Financial Officer pursuant to Rule
13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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99.5
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Annual Information Form of the Company for the year ended
December 31, 2016
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99.6
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Audited consolidated statements of financial position as
at December 31, 2016 and 2015 and the consolidated statements of
operations and comprehensive income (loss), changes in equity, and cash
flows for the years ended December 31, 2016 and 2015, including the notes
thereto, the report of the Company’s independent registered public
accounting firm thereon, and the attestation report of the Company’s
independent registered public accounting firm on the effectiveness of the
Company’s internal control over financial reporting as of December 31,
2016
|
|
|
|
|
99.7
|
Management’s discussion and analysis of financial
condition and results of operations for the year ended December 31, 2016
|
|
|
|
|
99.8
|
Consent of KPMG LLP
|
|
|
|
|
99.9
|
Consent of Charles J. Muller
|
|
|
|
|
99.10
|
Consent of Glenn Bezuidenhout
|
|
|
|
|
99.11
|
Consent of Thomas Obriri-Yeboah
|
|
|
|
|
99.12
|
Consent of Doug Heher
|
|
|
|
|
99.13
|
Consent of John Stanbury
|
|
|
|
|
99.14
|
Consent of David Morgan
|
|
|
|
|
99.15
|
Consent of Malcolm Titley
|
|
|
|
|
99.16
|
Consent of Phil Bentley
|
|
|
|
|
99.17
|
Consent of Frederik Fourie
|
Asanko Gold (AMEX:AKG)
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Asanko Gold (AMEX:AKG)
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From Apr 2023 to Apr 2024
