UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
(Amendment No. 1)
[ ] 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 June 30, 2011
Commission file number: 001-33621
ALEXCO RESOURCE CORP.
(Exact Name of Registrant as Specified in its Charter)
| British Columbia, Canada | 1040 | 91-0742812 |
| (Province or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code) | (I.R.S. Employer Identification No.) |
Suite 1150-200 Granville Street
Vancouver, British
Columbia, Canada V6C 1S4
(604) 633-4888
(Address and
Telephone Number of Registrant’s Principal Executive Offices)
| Alexco Resource U.S. Corp. | Copies to: |
| Suite I-102, 88 Inverness Circle East | Jason K. Brenkert |
| Englewood, Colorado 80112 | Dorsey & Whitney LLP |
| (303) 862-3929 | 1400 Wewatta Street, Suite 400 |
| (Name, address (including zip code) and telephone number (including area | Denver, Colorado 80202 |
| code) of agent for service in the United States) | (303) 352-1133 |
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, no par value | NYSE Amex |
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: N/A
For annual reports, indicate by check mark the information filed with this form:
| [X] Annual Information Form | [X] 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: As at June 30, 2011, 59,937,565 common shares of the Registrant were issued and outstanding.
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.
[X] 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 during the preceding 12 months (or for such shorter period that the
Registrant was required to submit and post such files).
[ ]
Yes [ ] No
EXPLANATORY NOTE
Alexco Resource Corp. (the “Corporation” or the “Registrant”) 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 of the Exchange Act. The Corporation is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Corporation are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.
The Company is filing this Amendment No. 1 to its annual report on Form 40-F, as originally filed on September 15, 2011, to file the consent of Consent of Lars Weiershäuser, Ph.D, P.Geo., which was previously unavailable. No other amendments are being made to the annual report on Form 40-F as originally filed.
UNDERTAKING
The Corporation 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 40-F; 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
Concurrently herewith, the Corporation is filing an updated Appointment of Agent for Service of Process and Undertaking on Form F-X with the SEC with respect to the class of securities in relation to which the obligation to file this annual report on Form 40-F arises.
EXHIBIT INDEX
The following exhibits have been filed as part of this Annual Report on Form 40-F.
| EXHIBITS | ||
| 1.* | Annual Information Form of the Corporation for the year ended June 30, 2011 |
|
| 2.* | The following audited consolidated financial statements of the Corporation, are exhibits to and form a part of this Report: |
|
| Auditors’ Report on Consolidated Financial Statements; |
||
| Consolidated Balance Sheets as at June 30, 2011 and 2010; |
||
| Consolidated Statements of Operations for the years ended June 30, 2011 and 2010; |
||
| Consolidated Statements of Cash Flows for the years ended June 30, 2011 and 2010; |
||
| Consolidated Statements of Shareholders’ Equity for the years ended June 30, 2011 and 2010; and |
||
| Notes to Consolidated Financial Statements (which includes a reconciliation with United States GAAP as Note 22) |
||
| 3.* | Management’s Discussion and Analysis for the year ended June 30, 2011 |
|
|
|
||
| CERTIFICATIONS | ||
| 4 | Certificate of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act |
|
| 5 | Certificate of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act |
|
| 6 | ||
| 7 | ||
| CONSENTS | ||
| 8* | Consent of PricewaterhouseCoopers LLP, Chartered Accountants |
|
| 9.* | Consent of Stanton Dodd, L.Geo. |
|
| 10.* | Consent of Robert Vincent Scartozzi, L.Geo. |
|
| 11.* | Consent of G. David Keller, P.Geo. |
|
| 12.* | Consent of Ken Reipas, P.Eng. |
|
| 13.* | Consent of Bruce Murphy, FSAIMM |
|
| 14. | ||
| 15.* | Consent of Hassan Ghaffari, P.Eng. |
|
| 16.* | Consent of Gilles Arseneau, P. Geo |
|
* Previously filed with the Company’s annual report on Form 40-F as filed with the Securities and Exchange Commission on September 15, 2011.
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 annual report to be signed on its behalf by the undersigned, thereto duly authorized.
ALEXCO RESOURCE CORP.
| By: /s/ Clynton R. Nauman | |
| Name: Clynton R. Nauman | |
| Title: President and Chief Executive Officer |
Date: September 20, 2011