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, 2010
Commission file number: 001-31739
GAMMON GOLD INC.
(Exact Name of Registrant as Specified in its Charter)
|
Quebec,
Canada
|
1040
|
Not Applicable
|
(Province or other jurisdiction of
incorporation or
organization)
|
(Primary Standard Industrial
Classification
Code)
|
(I.R.S. Employer Identification No.)
|
1701 Hollis Street
Suite 400, Founders Square, PO Box 2067
Halifax, Nova
Scotia B3J 2Z1
(Address and Telephone Number of Registrant’s Principal
Executive Offices)
DL Services, Inc.
701 Fifth Avenue, Suite 6100
Seattle, WA 98101
(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:
|
Name of Each Exchange On Which
Registered:
|
|
Common shares, no par value
|
New York Stock Exchange
|
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:
[ 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: 138,864,316
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 website, 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
1
EXPLANATORY NOTE
Gammon Gold Inc. (the “
Company
” 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 between Canada and the United States. 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
This Annual Report on Form 40-F and the exhibits attached hereto contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern the Company’s
anticipated results and developments in the Company’s operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements relate to
analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.
Statements concerning mineral reserves and mineral resource estimates may also be deemed to constitute forward-looking statements to the extent that they involve estimates of the mineralization that will be encountered if the property is developed,
and in the case of mineral reserves, such statements reflect the conclusion based on certain assumptions that the mineral deposit can be economically exploited. Any statements that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”,
“anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”,
“might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and
other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:
-
risks related to our history of losses, which we may continue to incur in the future;
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risks related to our potential need for and ability to obtain significant external financing;
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risks related to our lack of history of profitability;
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risks related to the current turmoil in global financial markets which exposes the Company to counter-party risk and liquidity risk;
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risks related to uncertainty in our ability to fund the development of our mineral properties or the completion of further exploration programs;
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risks related to restrictions in our loan facility;
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risks related to differences between U.S. and Canadian practices for reporting resources and reserves;
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risks related to our reserves and resources figures being estimates based on interpretations and assumptions which may result in less mineral production under actual conditions than is currently estimated;
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risks related to changes in the market price of gold, silver, and other minerals which in the past has fluctuated widely and which could affect the profitability of our operations and financial condition;
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risks related to recent disruptions in global credit and financial markets that have resulted in a deteriorating economic climate;
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risks related to currency fluctuations;
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risks related to the inherently dangerous activity of mining, including conditions or events beyond our control;
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risks related to governmental regulations;
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risks related to our primary properties being located in Mexico, including political, economic, and regulatory instability;
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risks related to stock price volatility;
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risk related to illegal mining activity on our properties;
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risks related to uncertainty in our ability to obtain and maintain certain permits necessary to our current and anticipated operations;
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risks related to possible variations of ore grade or recovery rates;
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risks related to failure of plant, equipment or process to operate as anticipated;
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risks related to accidents and labour disputes;
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risks related to our business being subject to environmental laws and regulations which may increase our costs of doing business and restrict our operations;
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risks related to our land reclamation requirements for our properties which may be burdensome;
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uncertainty relating to our ability to attract and maintain qualified management to meet the needs of our anticipated growth and risks relating to our ability to manage our growth effectively;
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risks related to our mineral properties being subject to prior unregistered agreements, transfers, or claims and other defects in title;
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risks related to the uncertainty of exploration and development projects and potential that actual cash operating costs and economic returns will differ significantly from those estimated for a project prior to production;
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risks related to integrating new acquisitions into existing operations;
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risk of dilution from future capital raising activities;
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risks related to our recent losses and write-downs;
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risk of failure to achieve and maintain the adequacy of internal control over financial reporting as per the requirement of the Sarbanes-Oxley Act;
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risks related to increased competition that could adversely affect our ability to attract necessary capital funding or acquire suitable producing properties for mineral exploration in the future;
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risk of litigation; and
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risks related to our officers and directors becoming associated with other natural resource companies which may give rise to conflicts of interests.
This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further in the exhibits attached to this Annual
Report. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking statements. Forward-looking statements are made
based on management’s beliefs, estimates and opinions on the date the statements are made, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should
change. Investors are cautioned against attributing undue certainty to forward-looking statements.
NOTE TO UNITED STATES READERS-
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES
The Company is permitted, under a multi-jurisdictional disclosure system adopted by the United States, to prepare this
Annual Report in accordance with Canadian disclosure requirements, which are different from those of the United States. The
Company prepares its financial statements, which are filed with this report on Form 40-F, in accordance with Canadian generally accepted accounting practices (“GAAP”), and they may be subject to Canadian auditing and auditor independence
standards. They may not be comparable to financial statements of United States companies. Significant differences between Canadian GAAP and United States GAAP are described in
Exhibit 99.4
incorporated by reference herein.
RESOURCE AND RESERVE ESTIMATES
The Company’s Annual Information Form filed as
Exhibit 99.1
to this Annual Report on Form 40-F, is hereby incorporated by reference into this Annual Report on Form 40-F, and has 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 the United States Securities and Exchange Commission (“SEC”) Industry
Guide 7 (“SEC Industry Guide 7”) under the United States
Securities Act of 1933
, as amended. 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.
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 standards as in place tonnage and grade without reference to unit measures.
Accordingly, information contained in this 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.
ANNUAL INFORMATION FORM
The Company’s Annual Information Form (“AIF”) for the fiscal year ended December 31, 2010 is filed as
Exhibit 99.1
and incorporated by reference into this Annual Report on Form 40-F.
AUDITED ANNUAL FINANCIAL STATEMENTS AND
MANAGEMENT’S DISCUSSION AND ANALYSIS
Audited Annual Financial Statements
The audited consolidated financial statements of the Company for the years ended December 31, 2010 and 2009, including the auditor’s report thereon, are filed as
Exhibit 99.3
and incorporated by reference into this Annual Report on Form
40-F. For a reconciliation of important differences between Canadian and United States generally accepted accounting principles, see
Exhibit 99.4,
incorporated by reference into this Annual Report on Form 40-F.
Management’s Discussion and Analysis
The Company’s management’s discussion and analysis (“MD&A”) is filed as
Exhibit 99.2
and incorporated by reference into this Annual Report on Form 40-F.
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 Annual Report on Form 40-F. Shareholders are solely responsible for determining
the tax consequence applicable to their particular circumstances and should consult their own tax advisors concerning an investment in the securities of the Company.
DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by this report, an evaluation was carried out under the supervision of and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial
Officer (“CFO”), of the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act). Based on that
evaluation the CEO and the CFO have concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were adequately designed and effective in ensuring that: (i) information required to be
disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii)
material information required to be disclosed in its reports filed under the Exchange Act is accumulated and communicated to its management, including its CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required
disclosure.
In connection with the restatement of the December 31, 2009 financial statements, management, with the participation of the Chief Executive Officer and the Chief Financial Officer, re-evaluated the effectiveness of disclosure controls and
procedures. Based on the reassessment, the Chief Executive Officer and Chief Financial Officer had concluded that, as of December 31, 2009, the Company’s disclosure controls and procedures were not effective because of the material weakness in
internal controls over financial reporting described below. As of December 31, 2010, management had implemented the changes noted in the Changes in Internal Control over Financial Reporting section below and the Company’s disclosure controls
and procedures were effective.
It should be noted that while the CEO and CFO believe that the Company’s disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that the Company’s disclosure controls and
procedures or internal control over financial reporting will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are
met.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial
reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of December 31, 2010, based on the criteria set forth in
Internal Control – Integrated Framework
issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls
and a conclusion on this evaluation. Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2010 and no material weaknesses were discovered.
As this report is required for U.S. reporting purposes, the Company is a “foreign private issuer” as defined in Rule 3b-4 of the Exchange Act, and the Company is a “large accelerated filer”, the Company is required to provide
an auditor’s report on internal control over financial reporting. The Company’s auditor has audited the Company’s internal control over financial reporting for the year ended December 31, 2010. The auditor’s report is filed
as
Exhibit 99.6
and is incorporated by reference into this Annual
Report on Form 40-F.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
As of December 31, 2009, management evaluated the effectiveness of the Company's internal control over financial reporting. In making this evaluation, management used the criteria set forth in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on Gammon’s management assessment, management concluded that the Company’s design and operating effectiveness of internal control over financial reporting was
effective as at December 31, 2009. No material weaknesses were identified by management during this evaluation. However, during the preparation of the March 31, 2010 interim financial statements the Company determined that a restatement of its
previously issued financial statements was necessary. As a result of the financial statement restatement, the Company reassessed its internal control over financial reporting and determined that a material weakness existed at December 31, 2009.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis. The material weakness in internal control over financial reporting existed as of December 31, 2009 as the Company did not maintain effective controls over the foreign currency
translation of future income taxes arising on the acquisition of an entity in a foreign jurisdiction. Specifically, upon the acquisition of Mexgold Resources Inc. on August 8, 2006, the Company did not identify future income taxes as a foreign
currency liability denominated in Mexican pesos and as a result the balance was not translated appropriately. As of December 31, 2006 the Company identified a material weakness related to insufficient accounting personnel to appropriately review and
approve non-routine and complex transactions which may have contributed to the incorrect initial recording of the future income tax liability. This control deficiency resulted in the restatement of the consolidated financial statements for the years
ended December 31, 2009 and 2008. As a result of the aforementioned material weakness as of December 31, 2009, management made changes in internal controls over financial reporting during the second quarter of 2010. Management has concluded that, as
of December 31, 2010, the Company’s design and operating effectiveness of internal control over financial reporting was effective.
Other than as described above, there have been no significant changes in internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial
reporting.
The Company’s management, including the CEO and CFO, does not expect that its disclosure controls and procedures or internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls
must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been
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 management override of the control. The design of any system of controls also is 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; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because
of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
CORPORATE GOVERNANCE
The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange (“NYSE”) and the Company also complies with the specific corporate governance requirements of the TSX and
NYSE, as they relate to the Company. As the Company is listed on the NYSE, the Company complies as necessary with the rules and guidelines of the United States Securities and Exchange Commission (“SEC”). The Company reviews its
governance practices on an ongoing basis to ensure it is in compliance with applicable securities regulatory requirements, and laws generally, including, without limitation, those introduced pursuant to the Sarbanes-Oxley Act in the United States,
by the SEC and NYSE, as well as Canadian securities regulatory authorities, within the timeframes specified as the revisions and new requirements come into effect. The NYSE permits foreign private issuers to elect not to comply with certain of its
corporate governance rules, but requires foreign private issuers to post on the issuer’s website, with a cross-reference included in the issuer’s annual report filed with the SEC, a summary of the significant differences between the NYSE
Listed Company Manual corporate governance standards and the practices of the applicable issuer under its home jurisdiction rules. The Company’s disclosure of significant corporate governance differences is available at
http://www.gammongold.com/library/governance
.
The Company’s Board of Directors is responsible for the Company’s Corporate Governance policies and has separately designated standing Compensation and Nominating & Corporate Governance Committees. Such committees consist entirely of
directors who are independent. The Mandates of the Compensation, Nominating & Corporate Governance Committees are each available for viewing on the registrant's website at www.gammongold.com, and are available in print to any shareholder who
requests them. Requests for copies of these documents should be made by email:
info@gammongold.com
, phone: 902-468-0614, or by mail at 1701 Hollis Street, PO Box 2067, Halifax, Nova Scotia, B3J 2Z1.
Corporate governance relates to the activities of the Company’s Board of Directors (the “Board”), the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual
members of management who are appointed by the Board and who are charged with the day to day management of the Company. The Board is committed to sound corporate governance practices which are both in the interest of its shareholders and contribute
to effective and efficient decision making.
AUDIT COMMITTEE
The Company’s Board of Directors has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Company’s Audit Committee are identified on page 59 of the
Annual Information Form, attached herewith as
Exhibit 99.1
and incorporated by reference herein. The Company’s Board of Directors has determined that all members of the Audit Committee are independent (as determined under Rule 10A-3 of
the Exchange Act and the rules of the NYSE) and are financially literate in accordance with the NYSE rules.
The Audit Committee meets with the President and Chief Executive Officer and the Chief Financial Officer of the Company and the Company’s independent auditors to review and inquire into matters affecting financial reporting, the system of
internal accounting and financial controls, as well as audit procedures and audit plans. The Audit Committee also recommends to the Board of Directors the auditors to be appointed. In addition, the Committee reviews and recommends to the Board of
Directors for approval the Annual Financial Statements, the Management Discussion and Analysis, and undertakes other activities required by regulatory authorities.
Audit Committee Financial Expert
Ronald Smith has been determined by the Company’s Board of Directors to qualify as an “audit committee financial expert”, in that he has an understanding of generally accepted accounting principles and financial statements; is able
to assess the general application of accounting principles in connection with the accounting for estimates, accruals and reserves; has experience preparing, auditing, analyzing or evaluating financial statements that entail accounting issues of
equal complexity to the Company's financial statements (or actively supervising another person who did so); has an understanding of internal controls and procedures for financial reporting and an understanding of audit committee functions. Mr. Smith
brings over 20 years of practical financial and management experience, primarily in the financial, telecommunications and energy sectors, and is a Chartered Accountant. Mr. Smith is currently a member of the Boards of Directors of Gammon Gold Inc.
and the Canada Pension Plan Investment Board and serves as a trustee of the Nova Scotia Association of Health Organizations pension fund. Mr. Smith also serves as a member of the Canadian Accounting Standards Oversight Council. He is a former
National President of the Canadian Association for Community Living and former Chair of the Atlantic Provinces Economic Council. The members of the Audit Committee do not have fixed terms and are appointed and replaced from time to time by
resolution of the Board of Directors.
Audit Committee Charter
The Company’s Audit Committee Charter is available on the Company’s website at www.gammongold.com or in print to any shareholder who provides the Company with a written request by email:
info@gammongold.com
, phone: 902-468-0614,
or by mail at 1701 Hollis Street, PO Box 2067, Halifax, Nova Scotia, B3J 2Z1, and is also included in the Company’s AIF in
Exhibit
99.1
and incorporated by reference herein.
Presiding Director at Meetings of Non-Management Directors
The Company’s Chairman of the Board is independent and runs in camera sessions following each Board meeting with the other independent non-management directors.
Communication with Non-Management Directors
Shareholders may send communications to the registrant's non-management directors by writing to the Chairman of the Board:
-
In Writing to:
Chairman of the Board
Gammon Gold Inc.
1701 Hollis Street, Suite 400
PO Box 2067
Halifax, Nova Scotia B3J 2Z1
Canada
-
By Telephone: (902) 468-0614
-
By email:
directors@gammongold.com
Communications will be referred to the Chairman of the Board for appropriate action. The status of all outstanding concerns addressed to the Chairman of the Board will be reported to the Board of Directors as appropriate.
PRINCIPAL ACCOUNTING FEES AND SERVICES – INDEPENDENT AUDITORS
KPMG LLP acted as the Company's independent auditor for the fiscal year ended December 31, 2010. See page 60 of the Registrant’s Annual Information Form, which is attached hereto as
Exhibit 99.1
for the total amount billed to the
Company by KPMG LLP for services performed in the last two fiscal years by category of service (for audit fees, audit-related fees, tax fees and all other fees) in Canadian dollars.
PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY
INDEPENDENT AUDITORS
See page 60 of the Registrant’s Annual Information Form filed as
Exhibit 99.1
.
OFF-BALANCE SHEET TRANSACTIONS
The Company does not have any off-balance sheet financing arrangements or relationships with unconsolidated special purpose entities.
CODE OF ETHICS
The Board has adopted a written Code of Conduct by which it and all directors, officers and employees of the Company are required to abide. The Code of Conduct complies with SEC and NYSE rules. In addition, the Board, through its meetings with
management and other informal discussions with management, encourages a culture of ethical business conduct and believes the Company's management team promotes a culture of ethical business conduct throughout the Company's operations and is expected
to monitor the activities of the Company’s employees, consultants and agents in that regard. The Board encourages any concerns regarding ethical conduct in respect of the Company’s operations to be raised, on an anonymous basis, with the
President and CEO, the Chairman, or another Board member as appropriate.
It is a requirement of applicable corporate law that directors and senior officers who have an interest in a transaction or agreement with the Company promptly disclose that interest at any meeting of the Board at which the transaction or agreement
will be discussed and, in the case of directors, abstain from discussions and voting in respect to same if the interest is material. These requirements are also contained in the Company's Articles, which are made available to the directors and
senior officers of the Company.
All amendments to the code, and all waivers of the code with respect to any of the officers covered by it, will be posted on the Company’s website, submitted on Form 6-K and provided in print to any shareholder who requests them. The
Company’s Code of Conduct and Ethics is located on its website at
http://www.gammongold.com/governance.php?cat=2
.
CONTRACTUAL OBLIGATIONS
The information provided under the heading “Management’s Discussion and Analysis — Contractual Obligations ” contained in
Exhibit 99.2
as filed with this Annual Report on Form 40-F contains the Company’s
disclosure of contractual obligations and is incorporated by reference herein.
NOTICES PURSUANT TO REGULATION BTR
There were no notices required by Rule 104 of Regulation BTR that the Registrant sent during the year ended December 31, 2010 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.
UNDERTAKING
The Company 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
The Company filed an Appointment of Agent for Service of Process and Undertaking on Form F-X with respect to the class of securities in relation to which the obligation to file the Form 40-F arises. Any change to the name or address of the agent for
service of process will be communicated promptly to the Commission by amendment to Form F-X referencing the Company’s file number.
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.
GAMMON GOLD INC.
By:/s/ Rene Marion
Rene Marion
President & Chief Executive Officer
Date: March 23, 2011
EXHIBITS
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