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 June 30, 2021
Commission File Number 001-40381
_____________
New Pacific Metals Corp.
(Exact name of Registrant as specified in its charter)
British Columbia | | 1040 | | Not Applicable |
(Province or Other Jurisdiction of Incorporation or Organization) | | (Primary Standard Industrial Classification Code) | | (I.R.S. Employer Identification No.) |
1066 West Hastings Street
Suite 1750
Vancouver BC
Canada V6C 3X1
(604) 633-1368
(Address and telephone number of Registrant's principal executive offices)
_____________
DL Services Inc.
Columbia Center
701 Fifth Avenue, Suite 6100
Seattle, WA98104-7043
(206) 903-8800
(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: | Trading Symbol: | Name of Each Exchange On Which Registered: |
| | |
Common shares, no par value | NEWP | NYSE American LLC |
Securities 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 issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 154,451,263
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 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
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. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
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. ☐
EXPLANATORY NOTE
New Pacific Metals Corp. (the "Registrant") is filing this Amendment No. 1 to Form 40-F (the "Form 40-F/A") for the year ended June 30, 2021 to furnish Exhibits 101 and 104 to the Form 40-F, which provide certain items from our Form 40-F formatted in eXtensible Business Reporting Language ("XBRL"). In accordance with the policy of the Securities and Exchange Commission (the "Commission") stated in Release No. 33-9002, we are filing this Form 40-F/A within the 30-day period available to first-time XBRL filers following the filing of our Form 40-F, as filed with the Commission on September 28, 2021.
No other changes have been made to the Form 40-F other than the furnishing of the exhibits described above. This Form 40-F/A does not reflect subsequent events occurring after the original date of the Form 40-F, or modify or update in any way disclosures made in the Form 40-F.
EXHIBITS
Exhibit | Description |
99.1* | Annual Information Form of the Company for the year ended June 30, 2021 |
99.2* | Management’s Discussion and Analysis for the fiscal year ended June 30, 2021 |
99.3* | Audited Consolidated Financial Statements for the fiscal year ended June 30, 2021 |
99.4* | Certificate of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act |
99.5* | Certificate of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act |
99.6* | Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
99.7* | Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
99.8* | Consent of Deloitte LLP, Independent Registered Public Accounting Firm |
99.9* | Consent of Adrienne Ross |
99.10* | Consent of Dinara Nussipakynova |
99.11* | Consent of Andrew Holloway |
99.12* | Consent of Simeon Robinson |
99.13* | Consent of Alex Zhang |
99.14* | Code of Business Conduct and Ethics |
99.15* | Technical Report titled "Silver Sand Deposit Mineral Resource Report (Amended)" dated June 3, 2020 (effective date January 16, 2020) (filed on SEDAR June 3, 2020) (incorporated by reference from Exhibit 99.69 to the Company's Registration Statement on Form 40-F filed with the SEC on May 4, 2021) |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
104 | Cover Page from this Annual Report on Form 40-F, formatted as Inline XBRL |
*Previously filed.
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.
| NEW PACIFIC METALS CORP. |
| |
| /s/ Mark Cruise |
| Name: Mark Cruise |
| Title: Chief Executive Officer |
Date: October 19, 2021 | |
EXHIBIT INDEX
The following documents are being filed with the SEC as exhibits to this Registration Statement on Form 40-F.
Exhibit | Description |
99.1* | Annual Information Form of the Company for the year ended June 30, 2021 |
99.2* | Management’s Discussion and Analysis for the fiscal year ended June 30, 2021 |
99.3* | Audited Consolidated Financial Statements for the fiscal year ended June 30, 2021 |
99.4* | Certificate of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act |
99.5* | Certificate of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act |
99.6* | Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
99.7* | Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
99.8* | Consent of Deloitte LLP, Independent Registered Public Accounting Firm |
99.9* | Consent of Adrienne Ross |
99.10* | Consent of Dinara Nussipakynova |
99.11* | Consent of Andrew Holloway |
99.12* | Consent of Simeon Robinson |
99.13* | Consent of Alex Zhang |
99.14* | Code of Business Conduct and Ethics |
99.15* | Technical Report titled "Silver Sand Deposit Mineral Resource Report (Amended)" dated June 3, 2020 (effective date January 16, 2020) (filed on SEDAR June 3, 2020) (incorporated by reference from Exhibit 99.69 to the Company's Registration Statement on Form 40-F filed with the SEC on May 4, 2021) |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
104 | Cover Page from this Annual Report on Form 40-F, formatted as Inline XBRL |
*Previously filed.