40FR12B 1 form40fr12b.htm 40FR12B Kirkland Lake Gold Ltd.: Form 40FR12B - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________

FORM 40-F

[X] 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 _______________________

_______________________

Kirkland Lake Gold Ltd.
(Exact name of Registrant as specified in its charter)

Ontario 1000 Not Applicable
(Province or other jurisdiction of (Primary Standard Industrial Classification (I.R.S. Employer
incorporation or organization) Code Number) Identification Number)

200 Bay Street, Suite 3120
Toronto, Ontario M5J 2J1
Canada
(416) 840-7884
(Address and telephone number of Registrant’s principal executive offices)

_______________________

Registered Agent Solutions, Inc.
99 Washington Avenue
Suite 1008
Albany, NY 12260
(888) 705-7274
(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 Name of each exchange on which registered
   
Common Shares, no par value New York Stock Exchange

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 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 by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the file number assigned to the Registrant in connection with such Rule. [   ] Yes      [X] 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 [X]

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.


EXPLANATORY NOTE

Kirkland Lake Gold Ltd. (the “Company”, the “Registrant”) is a Canadian issuer eligible to file its registration statement pursuant to Section 12 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 Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

FORWARD LOOKING STATEMENTS

The Exhibits incorporated by reference into this Registration Statement of Kirkland Lake Gold Ltd. (the “Registrant”) contain forward-looking statements that reflect our management’s expectations with respect to future events, our financial performance and business prospects. All statements other than statements of historical fact are forward-looking statements. The use of the words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intends”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “would”, and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated or implied in such forward-looking statements, including, without limitation, those described in the Company’s Annual Information Form for the year ended December 31, 2016 filed as Exhibit 99.3 to this Registration Statement. No assurance can be given that these expectations will prove to be correct and such forward-looking statements in the Exhibits incorporated by reference into this Registration Statement should not be unduly relied upon. The Registrant’s forward-looking statements contained in the Exhibits incorporated by reference into this Registration Statement are made as of the respective dates set forth in such Exhibits. Such forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made. In preparing this Registration Statement, the Registrant has not updated such forward-looking statements to reflect any change in circumstances or in management’s beliefs, expectations or opinions that may have occurred prior to the date hereof. Nor does the Registrant assume any obligation to update such forward-looking statements in the future. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its financial statements, which are filed with this report on Form 40-F in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and the audit is subject to Canadian auditing standards.

RESOURCE AND RESERVE ESTIMATES

The exhibits incorporated by reference into this Registration Statement have been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101—Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”)—CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in SEC Industry Guide 7 under the United States Securities Act of 1993, as amended (the “Securities Act”).

Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.

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In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures.

Accordingly, information contained in this registration statement and the documents incorporated by reference herein contain descriptions of our mineral deposits that 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.

PRINCIPAL DOCUMENTS

In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.1 through 99.160, inclusive, as set forth in the Exhibit Index attached hereto.

In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed written consents of certain experts named in the foregoing Exhibits as Exhibits 99.161 through 99.193 inclusive, as set forth in the Exhibit Index attached hereto.

TAX MATTERS

Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this registration statement on Form 40-F.

DESCRIPTION OF COMMON SHARES

The required disclosure is included under the heading “Description of Capital Structure” in the Registrant’s Annual Information Form for the fiscal year ended December 31, 2016, attached hereto as Exhibit 99.3.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant has no off-balance sheet arrangements.

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CURRENCY

Unless otherwise indicated, all dollar amounts in this Registration Statement on Form 40-F are in United States dollars. The exchange rate of Canadian dollars into United States dollars, on December 30, 2016, based upon the noon rate of exchange as quoted by the Bank of Canada was U.S.$1.00 = Cdn$1.3427.

CONTRACTUAL OBLIGATIONS

The following table lists, as of December 31, 2016, information with respect to the Registrant’s known contractual obligations (in thousands):

    Payments due by period  
          Less than                 More than  
Contractual Obligations   Total     1 year     1-3 years     3-5 years     5 years  
Accounts payable and accrued liabilities(1) $ 72,076   $ 72,076   $  -   $  -   $  -  
Convertible debentures(2) $ 93,281   $ 93,281   $  -   $  -   $  -  
Finance lease payments(3) $ 29,123   $ 13,117   $ 15,876   $ 130   $  -  
Office rent and other obligations $ 2,514   $ 1,277   $ 606   $ 631   $  -  
Income taxes payable $ 3,747   $ 3,747   $  -   $  -   $  -  
Environmental rehabilitation provision $ 63,828   $ 14,880   $  -   $  -   $ 48,948  
Provisions – employee entitlements $ 5,812   $ 4,391   $ 1,421   $  -   $  -  
Total $ 270,381   $ 202,769   $ 17,903   $ 761   $ 48,948  

  (1)

See Note 19 set out in the annual audited consolidated financial statements for Kirkland Lake Gold Ltd. as at December 31, 2016, December 31, 2015, April 30, 2015 and April 30, 2014 and the year ended December 31, 2016, the eight-month period ended December 31, 2015 and year ended April 30, 2015 (the “Financial Statements”);

     
  (2)

See Note 22 and Note 30 in the Financial Statements (includes principal outstanding and cash interest payments);

     
  (3)

See Note 20 in the Financial Statements (includes cash payments); and

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 registered pursuant to Form 40-F or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Registrant will concurrently filed a Form F-X in connection with the class of securities to which this Registration Statement relates.

Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.

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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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

KIRKLAND LAKE GOLD LTD.
   
   
By: /s/ Jennifer Wagner
  Name: Jennifer Wagner
  Title: Corporate Secretary

Date: August 4, 2017

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EXHIBIT INDEX

The following documents are being filed with the Commission as Exhibits to this Registration Statement:

Exhibit Description
   
99.1 Annual Audited Consolidated Financial Statements for Kirkland Lake Gold Ltd. as at December 31, 2016, December 31, 2015, April 30, 2015 and April 30, 2014 and the Year Ended December 31, 2016, the Eight-Month Period Ended December 31, 2015 and Year Ended April 30, 2015
   
99.2 Management's Discussion and Analysis for the year ended December 31, 2016
   
99.3 Annual Information Form dated March 30, 2017
   
99.4 Certification of Refiled Annual Financial Statements by the CEO dated August 1 2017
   
99.5 Certification of Refiled Annual Financial Statements by the CFO dated August 1 2017
   
99.6 Indenture dated July 19, 2012
   
99.7 Supplemental Indenture dated November 7, 2012
   
99.8 Arrangement Agreement dated November 16, 2015
   
99.9 News Release dated January 11, 2016
   
99.10 News Release dated January 18, 2016
   
99.11 News Release dated January 26, 2016
   
99.12 Articles of Arrangement dated January 26, 2016
   
99.13 News Release dated February 2, 2016
   
99.14 News Release dated February 12, 2016
   
99.15 Material Change Report dated February 17, 2016
   
99.16 News Release dated February 26, 2016
   
99.17 News Release dated February 29, 2016
   
99.18 News Release dated March 4, 2016
   
99.19 Consolidated Financial Statements for the years ended December 31, 2015 and 2014
   
99.20 Management’s Discussion and Analysis for the years ended December 31, 2015 and 2014
   
99.21 Confirmation of Notice of Record and Meeting Dates dated March 16, 2016
   
99.22 News Release dated March 21, 2016
   
99.23* Technical Report for the Maud Creek Gold Project, Northern Territory Australia dated March 21, 2016*
   
99.24* Technical Report for the Stawell Gold Mine, Victoria, Australia dated March 16, 2016*
   
99.25* Report on the Mineral Resources & Minerals Reserves of the Northern Territory Operations, Northern Territory, Australia dated March 21, 2016*
   
99.26** Report on the Mineral Resources & Mineral Reserves of the Fosterville Gold Mine, Victoria, Australia dated March 21, 2016**
   
99.27 Annual Information Form for the year ended December 31, 2015
   
99.28 Certification of Annual Filings in connection with filing of Annual Information Form by CEO March 21, 2016
   
99.29 Certification of Annual Filings in connection with filing of Annual Information Form by CFO March 21, 2016

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Exhibit Description
   
99.30 Material Change Report dated March 21, 2016
   
99.31 Revised Confirmation of Notice of Record and Meeting Dates dated March 28, 2016
   
99.32 News Release dated March 30, 2016
   
99.33 News Release dated April 4, 2016
   
99.34 News Release dated April 6, 2016
   
99.35 News Release dated April 12, 2016
   
99.36 Notice of Annual General Meeting of Shareholders dated April 7, 2016
   
99.37 Management Information Circular dated April 7, 2016
   
99.38 Form of Proxy dated April 22, 2016
   
99.39 News Release dated April 26, 2016
   
99.40 News Release dated April 29, 2016
   
99.41 Condensed Interim Consolidated Financial Statements for the three months ended March 31, 2016 and 2015
   
99.42 Management’s Discussion and Analysis for the three months ended March 31, 2016 and 2015
   
99.43 Certification of Interim Filings by CEO April 29, 2016
   
99.44 Certification of Interim Filings by CFO April 29, 2016
   
99.45 News Release dated May 9, 2016
   
99.46 News Release dated May16, 2016
   
99.47** Technical Report and Preliminary Economic Assessment of the Maud Creek Gold Project, Northern Territory, Australia dated May 16, 2016**
   
99.48 News Release dated May 18, 2016
   
99.49** Amended Technical Report and Preliminary Economic Assessment of the Maud Creek Gold Project, Northern Territory, Australia dated May 18, 2016**
   
99.50 Material Change Report dated May 18, 2016
   
99.51 News Release dated May 26, 2016
   
99.52 Report of voting results dated May 26, 2016
   
99.53 News release dated June 27, 2016
   
99.54 News release dated July 12, 2016
   
99.55 News release dated July 29, 2016
   
99.56 Management’s Discussion and Analysis for the three and six months ended June 30, 2016
   
99.57 Condensed Interim Consolidated Financial Statements for the three and six months ended June 30, 2016 and 2015
   
99.58 Certification of Interim Filings by CEO dated July 29, 2016,
   
99.59 Certification of Interim Filings by CFO dated July 29, 2016
   
99.60 News release dated August 3, 2016
   
99.61 News release dated August 22, 2016
   
99.62 News release dated September 14, 2016

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Exhibit Description
   
99.63 News release dated September 20, 2016
   
99.64 News release dated September 29, 2016
   
99.65 Form of Voting and Support Agreement dated September 29, 2016 re Kirkland Lake Gold Inc.
   
99.66 Form of Voting and Support Agreement dated September 29, 2016 re Kirkland Lake Gold Inc.
   
99.67 Form of Voting and Support Agreement dated September 29, 2016 re Newmarket Gold Inc.
   
99.68 Arrangement Agreement dated September 29, 2016
   
99.69 Material Change Report dated October 4, 2016
   
99.70 Confirmation of Notice of Record and Meeting Dates dated October 12, 2016
   
99.71 News release dated October 13, 2016
   
99.72 Revised Confirmation of Notice of Record and Meeting Dates dated October 13, 2016
   
99.73 Certificate of Officer dated October 31, 2016
   
99.74 Notice of Special Meeting of Shareholder of Newmarket Gold Inc. dated October 28, 2016
   
99.75 Joint Management Information Circular Concerning an Arrangement Involving Kirkland Lake Gold Inc. and Newmarket Gold Inc. dated October 28, 2016
   
99.76 Annual Information Form of Kirkland Lake Gold Inc. dated March 10, 2016
   
99.77 Audited Financial statements of Kirkland Lake Gold Inc. for the stub year ended December 31, 2015 and the year ended April 30, 2015
   
99.78 Management’s Discussion and Analysis of Kirkland Lake Gold Inc. for the eight month (stub) year ended December 31, 2015
   
99.79 Unaudited Condensed Consolidated Interim Financial Statements of Kirkland Lake Gold Inc. as at and for the three and six month period ended June 30, 2016 and July 31, 2015
   
99.80 Management’s Discussion and Analysis of Kirkland Lake Gold Inc. for the three and six months ended June 30, 2016
   
99.81 Management Information Circular of Kirkland Lake Gold Inc. dated May 16, 2016
   
99.82 Management Information Circular of Kirkland Lake Gold Inc. dated December 15, 2015
   
99.83 Management information circular of Kirkland Lake Gold Inc. dated September 23, 2015
   
99.84 Material Change Report of Kirkland Lake Gold Inc. dated October 3, 2016
   
99.85 Material Change Report of Kirkland Lake Gold Inc. dated January 27, 2016
   
99.86 News Release dated August 2, 2017
   
99.87 Joint Management Information Circular of Newmarket Gold Inc. and Crocodile Gold Corp. dated June 2, 2015
   
99.88 News Release dated October 31, 2016
   
99.89 Form of proxy dated October 31, 2016
   
99.90 News Release dated November 3, 2016
   
99.91 Management’s Discussion and Analysis for the three and nine months ended September 30, 2016
   
99.92 Condensed Interim Consolidated Financial Statements for the three and nine months ended September 30, 2016 and 2015
   
99.93 Certification of Interim Filings by CEO dated November 3, 2016

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Exhibit Description
   
99.94 Certification of Interim Filings by CFO dated November 3, 2016
   
99.95 News Release dated November 8, 2016
   
99.96 News Release dated November 9, 2016
   
99.97 News Release dated November 11, 2016
   
99.98 News Release dated November 25, 2016
   
99.99 Report of voting results dated November 25, 2016
   
99.100 Letter of Transmittal for Registered Holders of Common Shares of Newmarket Gold Inc. dated November 29, 2016
   
99.101 News Release dated November 30, 2016
   
99.102 Articles of Amendment dated November 30, 2016
   
99.103 Notice of Change in Corporate Structure Pursuant to Section 4.9 of National Instrument 51-102 dated December 2, 2016
   
99.104 News Release dated November 30, 2016
   
99.105 Second Supplemental Indenture dated as of November 30, 2016
   
99.106 Material Change Report dated December 2, 2016
   
99.107 News Release dated December 6, 2016
   
99.108 News Release dated December 12, 2016
   
99.109 News Release dated December 23, 2016
   
99.110 News Release dated January 3, 2017
   
99.111 Report of Exempt Distribution dated January 3, 2017
   
99.112 News Release dated January 9, 2017
   
99.113 News Release dated January 17, 2017
   
99.114 News Release dated January 19, 2017
   
99.115 News Release dated January 30, 2017
   
99.116 News Release dated February 27, 2017
   
99.117 News Release dated March 6, 2017
   
99.118 Confirmation of Notice of Record and Meeting Dates dated March 10, 2017
   
99.119 News Release dated March 28, 2017
   
99.120 News Release dated March 29, 2017
   
99.121 Third Supplemental Indenture dated March 13, 2017
   
99.122*** Report on the Mineral Resources & Mineral Reserves of the Northern Territory Operations, Northern Territory, Australia dated March 30, 2017***
   
99.123*** Macassa Property, Ontario, Canada Updated NI 43-101 Technical Report dated March 30, 2017***
   
99.124*** Holt-Holloway Property, Ontario, Canada Updated NI 43-101 Technical Report dated March 30, 2017***
   
99.125**** Report on the Mineral Resources & Mineral Reserves of the Stawell Gold Mine, Victoria, Australia dated March 30, 2017****
   
99.126**** Hislop Property, Ontario, Canada Updated NI 43-101 Technical Report dated March 30, 2017****

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Exhibit Description
   
99.127**** Report on the Mineral Resources & Minerals Reserves of the Fosterville Gold Mine, Victoria, Australia dated March 30, 2017****
   
99.128**** Taylor Property, Ontario, Canada Updated NI 43-101 Technical Report dated March 30, 2017****
   
99.129 News Release dated March 30, 2017
   
99.130 Voting Instruction Form dated April 11, 2017
   
99.131 Notice of Annual General Meeting of Shareholders dated April 7, 2017
   
99.132 Management Information Circular dated April 7, 2017
   
99.133 Form of Proxy dated April 11, 2017
   
99.134 Kirkland Lake Gold Ltd. Long Term Incentive Plan dated April 7, 2017
   
99.135 Kirkland Lake Gold Ltd. Deferred Share Unit Plan dated April 7, 2017
   
99.136 Code of Conduct dated April 11, 2017
   
99.137 News Release dated April 12, 2017
   
99.138 Form of Proxy dated April 12, 2017
   
99.139 News Release dated April 24, 2017
   
99.140 News Release dated May 3, 2017
   
99.141 News Release dated May 4, 2017
   
99.142 Condensed Consolidated Interim Financial Statements for the three months ended March 31, 2017 and 2016
   
99.143 Management’s Discussion and Analysis for the three months ended March 31, 2017 and 2016
   
99.144 Certification of Interim Filings by CEO dated May 4, 2017
   
99.145 Certification of Interim Filings by CFO dated May 4, 2017
   
99.146 Report of voting results dated May 4, 2017
   
99.147 News Release dated May 5, 2017
   
99.148 News Release dated May 15, 2017
   
99.149 News Release dated May 23, 2017
   
99.150 Annual Report 2016
   
99.151 News Release dated June 19, 2017
   
99.152 News Release dated June 21, 2017
   
99.153 News Release dated June 27, 2017
   
99.154 News Release dated June 28, 2017
   
99.155 News Release dated July 9, 2017
   
99.156 News Release dated July 27, 2017
   
99.157 Condensed Consolidated Interim Financial Statements for the three and six months ended June 30, 2017 and 2016
   
99.158 Management’s Discussion and Analysis for the three and six months ended June 30, 2017 and 2016
   
99.159 Certification of Interim Filings by CEO dated August 1, 2017
   
99.160 Certification of Interim Filings by CFO dated August 1, 2017

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Exhibit Description
   
99.161 Consent of Jason Keily
   
99.162 Consent of Peter Fairfield
   
99.163 Consent of SRK Consulting (Australia) Pty Ltd.
   
99.164 Consent of David Schonfeldt
   
99.165 Consent of Danny Kentwell
   
99.166 Consent of Justine Tracey
   
99.167 Consent of Mark Edwards
   
99.168 Consent of Wayne Chapman
   
99.169 Consent of Murray Smith
   
99.170 Consent of Troy Fuller
   
99.171 Consent of Ion Hann
   
99.172 Consent of Mining Plus PTY Ltd.
   
99.173 Consent of Simon Walsh
   
99.174 Consent of Pierre Rocque
   
99.175 Consent of Douglas Carter
   
99.176 Consent of John Winterbottom
   
99.177 Consent of Ian Holland
   
99.178 Consent of Glenn R. Clark
   
99.179 Consent of Glenn R. Clark & Associates
   
99.180 Consent of Stewart Carmichael
   
99.181 Consent of Christopher Stewart
   
99.182 Consent of Keyvan Salehi
   
99.183 Consent of Dean Basile
   
99.184 Consent of Phil Bremner
   
99.185 Consent MiningOne Pty
   
99.186 Consent of Simon Hitchman
   
99.187 Consent of Stuart Hutchin
   
99.188 Consent of GMP Securities L.P.
   
99.189 Consent of CIBC World Markets Inc.
   
99.190 Consent of RBC Dominion Securities Inc.
   
99.191 Consent of Maxit Capital LP
   
99.192 Consent of PricewaterhouseCoopers LLP
   
99.193 Consent of KPMG LLP

* to be filed with Amendment No. 1 to this Registration Statement on Form 40-F
** to be filed with Amendment No. 2 to this Registration Statement on Form 40-F
*** to be filed with Amendment No. 3 to this Registration Statement on Form 40-F
**** to be filed with Amendment No. 4 to this Registration Statement on Form 40-F

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