Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 |
Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 |
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Annual Information Form |
Audited Annual Financial Statements |
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(a) | Annual Information Form for the fiscal year ended December 31, 2021; |
(b) | Management’s Discussion and Analysis for the fiscal year ended December 31, 2021; and |
(c) | Audited Consolidated Financial Statements for the fiscal years ended December 31, 2021 and 2020. The Company’s Audited Consolidated Financial Statements included in this Annual Report have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board. Therefore, they are not comparable in all respects to financial statements of United States companies that are prepared in accordance with United States generally accepted accounting principles. |
(a) | Certifications . See Exhibits 99.4, 99.5, 99.6 and 99.7 to this Annual Report on Form 40-F. |
(b) | Disclosure Controls and Procedures . As of the end of NexGen’s fiscal year ended December 31, 2021, an evaluation of the effectiveness of NexGen’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) was carried out by NexGen’s management, with the participation of its principal executive officer and principal financial officer. Based upon that evaluation, NexGen’s principal executive officer and principal financial officer have concluded that as of the end of that fiscal year, NexGen’s disclosure controls and procedures are effective to ensure that information required to be disclosed by NexGen in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (the “Commission”) rules and forms and (ii) accumulated and communicated to NexGen’s management, including its principal executive officer and principal financial officers, to allow timely decisions regarding required disclosure. |
(c) | Management’s Annual Report on Internal Control Over Financial Reporting . For management’s report on internal control over financial reporting, see “Disclosure Controls and Internal Control Over Financial Reporting – Management’s Report on Internal Control Over Financial Reporting” in our MD&A attached as Exhibit 99.2 to this Annual Report on Form 40-F and incorporated by reference herein. |
(d) | Attestation Report of the Registered Public Accounting Firm . The required disclosure is included in the Report of Independent Registered Public Accounting Firm on NexGen’s internal control over financial reporting that accompanies NexGen’s Audited Consolidated Financial Statements for the fiscal years ended December 31, 2021 and 2020, filed as Exhibit 99.3 to this Annual Report on Form 40-F. |
(e) | Changes in Internal Control Over Financial Reporting . During the fiscal year ended December 31, 2021, no changes were made in NexGen’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect NexGen’s internal control over financial reporting. |
(a) | NexGen’s audit committee pre-approves all audit and non-audit services provided to NexGen by its external auditor, KPMG LLP. Also see “Audit Committee Disclosure – Pre-Approval Policies and Procedures” in NexGen’s Annual Information Form for the fiscal year ended December 31, 2021, filed as Exhibit 99.1 to this Annual Report on Form 40-F. |
(b) | Of the fees reported in Exhibit 99.1 to this Annual Report on Form 40-F under the heading “Audit Committee Disclosure – External Auditor Service Fees (By Category) de minimis 2-01 of Regulation S-X. |
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Undertaking. |
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Consent to Service of Process. |
NexGen Energy Ltd. | ||
By: | /s/ Harpreet Dhaliwal | |
Name: | Harpreet Dhaliwal | |
Title: | Chief Financial Officer |