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
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For the fiscal year ended:
December 31, 2016
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Commission File
Number:
001-35531
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TAHOE RESOURCES
INC.
(Exact name of Registrant as specified in
its charter)
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British Columbia,
Canada
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1040
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27-1840120
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(Province or Other
Jurisdiction of
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(Primary
Standard Industrial
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(I.R.S.
Employer
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Incorporation or
Organization)
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Classification Code)
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Identification No.)
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5310 Kietzke Lane, Suite 200
Reno,
Nevada 89511
(775)
448-5800
(Address and telephone
number of Registrant’s principal executive offices)
Tahoe Resources USA Inc.
5310
Kietzke Lane, Suite 200
Reno, Nevada 89511
(775)
448-5800
(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:
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Title Of Each Class
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Name Of
Each Exchange On Which Registered
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Common Shares, no par
value
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New York
Stock Exchange
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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:
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[X] Annual Information Form
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[X]
Audited Annual Financial Statements
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Indicate the number of outstanding shares
of each of the Company’s classes of capital or common stock as of the close of
the period covered by the annual report: 311,362,031
Common Shares as at December 31, 2016
Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the under the Securities Exchange Act of 1934
(the “Exchange Act”) during the preceding 12 months (or for such shorter period
that Company was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes
[X] No [ ]
Indicate by check mark whether the Company
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 Company was required to submit and post such
files).
Yes [
] No [ ]
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ANNUAL INFORMATION FORM, AUDITED
FINANCIAL STATEMENTS AND MD&A
Tahoe Resources Inc. (the “
Company
” or
“
Tahoe
”) is
a Canadian public company whose common shares are listed on the Toronto Stock
Exchange and the New York Stock Exchange (the “
NYSE
”). It is a “foreign private
issuer” as defined in Rule 3b-4 under Securities Exchange Act of 1934, as
amended (the “
Exchange Act
”), and is eligible to file this annual report on Form 40-F
pursuant to the multi-jurisdictional disclosure system.
The following documents of the Company are
filed as exhibits to, and incorporated by reference into, this Annual Report:
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Document
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Exhibit
No.
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Annual Information Form of the
Company for the year ended December 31, 2016
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99.1
(1)
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Audited financial statements of the
Company for the years ended December 31, 2016 and 2015, including the reports of the independent registered
public accounting firm with respect
thereto
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99.2
(1)
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Management Discussion and Analysis
of the Company for the years ended December 31, 2016 and 2015
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99.3
(1)
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(1)
Filed as an exhibit hereto.
Pursuant to Rule 3a12-3 under the Exchange
Act, the Company’s equity securities are exempt from sections 14(a), 14(b),
14(c), 14(f) and 16 of the Exchange Act.
INCORPORATION BY REFERENCE
The documents, forming part of this Form
40-F, are incorporated by reference into the following registration statements
under the Securities Act of 1933, as amended.
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Form
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Registration No.
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S-8
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333-181981
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F-3D
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333-213086
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FORWARD-LOOKING STATEMENTS
This Annual Report contains
“forward-looking information” within the meaning of applicable Canadian
securities legislation and “forward-looking statements” within the meaning of
United States Private Securities Litigation Reform Act of 1995 (collectively
referred to as “forward-looking statements”). All statements, other than
statements of historical fact, are forward-looking statements. The words
“believe”, “expect”, “anticipate”, “contemplate”, “target”, “plan”, “intend”,
“continue”, “budget”, “estimate”, “may”, “will”, “schedule” and similar
expressions or statements identify forward-looking statements.
Forward-looking statements in this Annual
Report may include, but are not limited to, statements and/or information
related to: the Company’s liquidity position and sufficiency of cash from
operations to fund repayment of outstanding debt; the expected working capital
requirements, the sufficiency of capital resources and the possibility of
considering alternative financing arrangements to meet strategic needs;
assessment of future reclamation obligations; exploration and review of
prospective mineral acquisitions; changes in Guatemalan, Peruvian and Canadian
mining laws and regulations; changes to the tax dividend rates in Guatemala,
Peru and Canada; the timing and results of court proceedings; the timing for
re-commissioning and deepening the shaft at the Bell Creek Mine, the continued
commercial production at Shahuindo; the timing of sustaining capital projects;
the expectation of meeting production targets; the timing of establishing
permanent water supplies of process water at Shahuindo; the timing and cost of the design,
procurement, and construction of the crushing and agglomeration circuit at
Shahuindo; the anticipated timing of updated Mineral Resource and Mineral
Reserve estimates; the timing of the receipt of operations permits at Shahuindo;
the availability and sufficiency of power and water for operations; and our
expected community outreach and related activities for 2017.
3
Forward-looking statements are based on
the reasonable assumptions, estimates, analysis and opinions made in light of
our experience and our perception of trends, current conditions and expected
developments, as well as other factors that we believe to be relevant and
reasonable in the circumstances at the date that such statements are made, but
which may prove to be incorrect. Management believes that the assumptions and
expectations reflected in such forward-looking statements are reasonable.
Assumptions have been made regarding, among other things: the Company’s ability
to carry on exploration and development activities, including construction; the
timely receipt of required approvals; the price of silver, gold and other
metals; prices for key mining supplies, including labor costs and consumables,
remaining consistent with the Company’s current expectations; production meeting
expectations and being consistent with estimates; plant, equipment and processes
operating as anticipated; there being no material variations in the current tax
and regulatory environment; the Company’s ability to operate in a safe,
efficient and effective manner; the exchange rates among the Canadian dollar
Guatemalan quetzal, Peruvian sol and the United States dollar remaining
consistent with current levels; the Company’s ability to obtain financing as and
when required and on reasonable terms. Readers are cautioned that the foregoing
list is not exhaustive of all factors and assumptions which may have been
used.
Forward-looking statements are subject to
known and unknown risks, uncertainties and other factors that may cause actual
results to be materially different from those expressed or implied by such
forward-looking statements. Such risks, uncertainties and other factors include
but are not limited to: the fluctuation of the price of silver, gold and other
metals; changes in national and local government legislation, taxation and
controls or regulations; changes and national and local government politics and
office holders; social unrest, and political or economic instability in the
jurisdictions in which the Company operates; the availability of additional
funding as and when required; the speculative nature of mineral exploration and
development; the timing and ability to maintain and, where necessary, obtain
necessary permits and licenses; the uncertainty in the estimation of mineral
resources and mineral reserves; the uncertainty in geologic, hydrological,
metallurgical and geotechnical studies and opinions; infrastructure risks,
including access to water and power; drought and other environmental conditions
outside the Company’s control; the impact of inflation; changes in the
administration of governmental regulation, policies and practices; environmental
risks and hazards; insured and uninsured risks; land title risks; risks
associated with illegal mining activities by unauthorized individuals on the
Company’s mining or exploration properties; risks associated with competition;
risks associated with currency fluctuations; contractor, labor and employment
risks; dependence on key management personnel and executives; the timing and
possible outcome of pending or threatened litigation; the consequences of
adverse judicial rulings; the risk of unanticipated litigation; risks associated
with cyber security; risks associated with the repatriation of earnings; risks
associated with negative operating cash flow; risks associated with the
Company’s hedging policies; risks associated with dilution; and risks associated
with effecting service of process and enforcing judgments. For a further
discussion of risks relevant to the Company, see “Description of Our Business –
Risk Factors Relating to Our Business” and “ – Risk Factors Relating to Our
Shares” in the Annual Information Form for the fiscal year ended December 31,
2016.
Although management has attempted to
identify important factors that could cause actual results to differ materially
from those contained in forward-looking statements, there may be other factors
that cause results not to be as anticipated, estimated or intended. There is no
assurance that forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those anticipated in such
forward-looking statements. Accordingly, readers should not place undue reliance
on forward-looking statements. The Company does not undertake to update any
forward-looking statements, except as, and to the extent required by, applicable
securities laws.
CAUTIONARY NOTE TO UNITED STATES
INVESTORS CONCERNING
ESTIMATES OF MEASURED, INDICATED AND INFERRED
RESOURCES
The disclosure in this Annual Report,
including the documents incorporated by reference herein, uses terms that comply
with reporting standards in Canada and certain estimates are made in accordance
with Canadian National Instrument 43-101 –
Standards of Disclosure for Mineral Projects
(“
NI 43-101
”). NI 43-101 is a rule developed by the Canadian Securities Administrators
that establishes standards for all public disclosure an issuer makes of
scientific and technical information concerning mineral projects. Unless
otherwise indicated, all resource estimates contained in or incorporated by
reference in this Annual Report have been prepared in accordance with NI 43-101.
These standards differ significantly from the requirements of the SEC, and
resource information contained herein and incorporated by reference herein may
not be comparable to similar information disclosed by U.S. companies.
4
Certain documents incorporated by
reference herein use the terms “probable mineral reserve” and “proven mineral
reserve”, as permitted under NI 43-101. For United States reporting purposes,
SEC Industry Guide 7 (under the United States Securities Exchange Act of 1934
(the “
Exchange Act
”)), as interpreted by Staff of the SEC, applies different standards in
order to classify mineralization as a reserve. As a result, the definitions of
proven and probable reserves used in NI 43-101 differ from the definitions in
the SEC Industry Guide 7. Under SEC standards, mineralization may not be
classified as a “reserve” unless the determination has been made that the
mineralization could be economically and legally produced or extracted at the
time the reserve determination is made. Among other things, all necessary
permits would be required to be in hand or issuance imminent in order to
classify mineralized material as reserves under the SEC standards. Accordingly,
mineral reserve estimates calculated in accordance with Canadian standards may
not qualify as “reserves” under SEC standards.
In addition, this Annual Report uses the
terms “measured mineral resource”, “indicated mineral resource” and “inferred
mineral resource” to comply with the reporting standards in Canada. The Company
advises United States investors that while those terms are recognized and
required by Canadian regulations, the SEC does not recognize them. United States
investors are cautioned not to assume that any part or all of the mineral
deposits in these categories will ever be converted into mineral reserves. These
terms have a great amount of uncertainty as to their existence, and great
uncertainty as to their economic and legal feasibility.
Further, “inferred mineral resources” have
a great amount of uncertainty as to their existence and as to whether they can
be mined legally or economically. Therefore, United States investors are also
cautioned not to assume that all or any part of the inferred mineral resources
exist. In accordance with Canadian rules, estimates of “inferred mineral
resources” cannot form the basis of feasibility or other economic studies.
It cannot be assumed that all or any part
of “measured mineral resources”, “indicated mineral resources” or “inferred
mineral resources” will ever be upgraded to a higher category. Investors are
cautioned not to assume that any part of the reported “measured mineral
resources”, “indicated mineral resources” or “inferred mineral resources” in
this Annual Report is economically or legally mineable.
In addition, disclosure of “contained
ounces” is permitted disclosure under Canadian regulations; however, the SEC
only permits issuers to report mineralization as in place tonnage and grade
without reference to unit measures.
For the above reasons, information
contained in this Annual 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.
NOTE TO UNITED STATES READERS
REGARDING DIFFERENCES
BETWEEN UNITED STATES AND CANADIAN REPORTING PRACTICES
The Company is permitted to prepare this
Annual Report in accordance with Canadian disclosure requirements, which are
different from those of the United States. The Company prepares its consolidated
financial statements in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards Board, which
differ in certain respects from generally accepted accounting principles in the
United States (“
US GAAP
”) and from practices prescribed by the SEC. Therefore, the
Company’s financial statements incorporated by reference in this Annual Report
may not be comparable to financial statements prepared in accordance with U.S.
GAAP.
5
DISCLOSURE CONTROLS AND
PROCEDURES
Disclosure Controls and Procedures
Disclosure controls and procedures are
defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act to mean controls
and other procedures of an issuer that are designed to ensure that information
required to be disclosed by the issuer in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the SEC’s rules and forms and includes. Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that such information is accumulated and communicated to the
issuer’s management, including its principal executive and principal financial
officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.
Management’s Evaluation of Disclosure
Controls and Procedures
At the end of the period covered by this
Annual Report on Form 40-F, being the fiscal year ended December 31, 2016, 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
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 Annual Report,
the Company’s disclosure controls and procedures were effective to give
reasonable assurance that the information required to be disclosed by the
Company in reports that it files or submits to the SEC under the Exchange Act
is:
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recorded, processed,
summarized and reported within the time periods specified in the SEC’s
rules and forms, and
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accumulated and
communicated to our management, including our CEO and CFO, as appropriate,
to allow timely decisions regarding
required disclosure.
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INTERNAL CONTROL OVER FINANCIAL
REPORTING
Internal Control over Financial
Reporting
Internal control over financial reporting
is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act as a process
designed by, or under the supervision of, the issuer’s principal executive and
principal financial officers and effected by the issuer’s board of directors,
management and other personnel, 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 and includes those policies and procedures that:
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pertain to the
maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions
of the assets of the company;
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provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of financial statements in
accordance with generally accepted accounting principles, and that
receipts and expenditures of the company
are being made only in accordance with authorizations of management and
directors of the company; and
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provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the
company’s assets that may have a material effect on the financial
statements.
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Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness of internal
control over financial reporting to future periods are subject to risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
6
Management’s Report on Internal Control
over Financial Reporting
Management is responsible for establishing
and maintaining adequate internal control over financial reporting (as such term
is defined in Rule 13a-15(f) of the Exchange Act) for the Company.
In accordance with Rule 13a-15 of the
Exchange Act, as interpreted by the SEC, the design of internal control over
financial reporting excludes the controls, policies and procedures of Lake Shore
Gold Corp. (“
Lake Shore Gold
”) given that Lake Shore Gold was acquired on April 1, 2016
and it was not possible to conduct an assessment of Lake Shore Gold’s internal
control over financial reporting in the period between the acquisition date and
the date of management’s assessment. Lake Shore Gold’s financial statements
constitute $813.5 million and $948.9 million of net and total assets,
respectively, and $137.1 million of revenue and $23.3 million of loss of the
consolidated financial statement amounts as of and for the year ended December
31, 2016.
Other than the exclusion of Lake Shore
Gold described above, with the participation of the CEO and CFO, management
carried out an evaluation of the Company’s internal control over financial
reporting as at December 31, 2016. In making this evaluation, the Company’s
management used the framework established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based upon this evaluation, management concluded that the
Company’s internal control over financial reporting was effective as at December
31, 2016. A copy of management’s report on the effectiveness of our internal
controls is included with the Audited Annual Financial Statements for the year
ended December 31, 2016, filed as Exhibit 99.2 and incorporated by reference
herein.
The Company’s independent registered
public accounting firm, Deloitte LLP, has issued an attestation report on the
effectiveness of our internal control over financial reporting as of December
31, 2016. For Deloitte LLP’s report see the Audited Annual Financial Statements
for the year ended December 31, 2016 filed as Exhibit 99.2 and incorporated by
reference herein, under the heading “Report of Independent Registered Public
Accounting Firm”.
Changes in Internal Control over
Financial Reporting
The Company’s management, including the
CEO and CFO, does not expect that its disclosure controls and procedures or
internal controls and procedures 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.
Other than the limitation described above,
there were no changes in the Company’s internal control over financial reporting
during the year ended December 31, 2016 that have materially affected, or are
reasonably likely to materially affect, the Company’s internal control over
financial reporting.
NOTICES PURSUANT TO REGULATION
BTR
The Company did not send any notices
required by Rule 104 of Regulation BTR during the year ended December 31, 2016
concerning any equity security subject to a blackout period under Rule 101 of
Regulation BTR.
CORPORATE GOVERNANCE
The Company is subject to corporate
governance requirements prescribed under applicable Canadian securities laws,
rule and policies. The Company is also subject to corporate governance
requirements prescribed by the listing standards of the NYSE, and the rules and
regulations promulgated by the SEC under the Exchange Act (including those
applicable rules and regulations mandated by the Sarbanes-Oxley Act of 2002).
7
Section 303A.11 of the NYSE Listed Company
Manual permits foreign private issuers to follow home country practices in lieu
of certain provisions of the NYSE Listed Company Manual. Furthermore, the
Company may from time-to-time seek relief from NYSE corporate governance
requirements on specific transactions under Section 303A.11 of the NYSE Listed
Company Manual.
A foreign private issuer that follows home
country practices in lieu of certain provisions of the NYSE Listed Company
Manual must disclose any significant ways in which its corporate governance
practices differ from those followed by domestic companies either on its website
or in the annual report that it distributes to shareholders in the United
States. The Company believes that there are no significant differences between
its corporate governance policies and those required to be followed by United
States domestic issuers listed on the NYSE.
The Company’s Board of Directors (the
“
Board of Directors
”) is responsible for the Company’s corporate governance policies and has
separately designated the following committees (collectively, the
“
Committees
”):
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The Compensation
Committee, as required by Section 303A.05 of the NYSE Listed Company
Manual,
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The Corporate
Governance and Nominating Committee, as required by Section 303A.04 of the
NYSE Listed Company Manual,
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The Audit
Committee, as required by Section 303A.06 of the NYSE Listed Company
Manual, and
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The Health,
Safety, Environment and Community Committee.
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The Board of Directors has determined that
all the members of the Compensation, Corporate Governance and Nominating, and
Audit Committees are independent, based on the criteria for independence
currently prescribed by section 303A.02 of the NYSE Listed Company Manual, and,
with reference to the Audit Committee, Rule 10A-3 of the Exchange Act.
The Committees, as constituted throughout
the year ended December 31, 2016, are described below. Mr. Chuck Jeannes, an
independent director, was appointed to each of the Compensation Committee, and
the Corporate Governance and Nominating Committee, with effect from March 9,
2017.
Compensation Committee
The Compensation Committee was comprised
of four independent directors during the year ended December 31, 2016:
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Kenneth F.
Williamson (Chair),
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Tanya M.
Jakusconek,
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Paul B.
Sweeney,
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Klaus M.
Zeitler
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The terms of reference for the
Compensation Committee are available on the Company’s website at
www.tahoeresourcesinc.com.
Corporate Governance and Nominating
Committee
The Corporate Governance and Nominating
Committee was comprised of three independent directors during the year ended
December 31, 2016:
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A. Dan Rovig
(Chair),
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James S.
Voorhees, and
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Klaus M.
Zeitler.
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The terms of reference for the Corporate
Governance and Nominating Committee are available on the Company’s website at
www.tahoeresourcesinc.com.
The Company is required by National
Instrument 58-101 of the Canadian Securities Administrators,
Disclosure of Corporate Governance Practices
, to describe its practices and policies with regard to
corporate governance in management information circulars that are furnished to
the Company’s shareholders in connection with annual meetings of shareholders.
Health, Safety, Environment and
Community Committee
During much of the year ended December 31,
2016 and as of the date of this Annual Report, the Health, Safety, Environment
and Community Committee was and is composed of four independent directors:
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James S.
Voorhees (Chair),
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Tanya M.
Jakusconek,
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Drago G. Kisic,
and
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Alan C. Moon
(appointed April 4, 2016).
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The Health, Safety, Environment and
Community Committee is responsible for establishing and reviewing the Company’s
health, safety and environmental policies, monitoring effectiveness of, and
compliance with, such policies, and receiving audit results and reports from
management regarding environmental, health, community, and safety performance.
AUDIT COMMITTEE
Composition of the 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 and Section 303A.06 of the NYSE Listed
Company Manual. During much of the year ended December 31, 2016 and as of the
date of this Annual Report, the Company's Audit Committee was and is comprised
of four directors that the Board of Directors have determined are independent as
determined under each of Rule 10A-3 under the Exchange Act and Section 303A.02
of the NYSE Listed Company Manual:
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Paul B. Sweeney
(Chair),
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Drago G.
Kisic,
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Kenneth F.
Williamson, and
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Alan C. Moon
(appointed April 4, 2016).
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All members of the Audit Committee are
financially literate, meaning they are able to read and understand the Company's
financial statements and to understand the breadth and level of complexity of
the issues that can reasonably be expected to be raised by the Company's
financial statements. The Audit Committee meets the composition requirements set
forth by Section 303A.07 of NYSE Listed Company Manual.
9
Audit Committee Charter
The full text of the Charter for the Audit
Committee is attached as Schedule A to the Company's annual information form,
which is filed as Exhibit 99.1 to this Annual Report. The Charter of the Audit
Committee is also available on the Company’s website at
www.tahoeresourcesinc.com.
Audit Committee Financial Expert
The Company’s Board of Directors has
determined that Paul B. Sweeney is an audit committee financial expert (as that
term is defined in Item 407 of Regulation S-K under the Exchange Act).
CODE OF BUSINESS CONDUCT AND ETHICS
Adoption of Code of Ethics
The Company has adopted a Code of Business
Conduct and Ethics (the “
Code of
Ethics
”) for all its directors, executive
officers and employees. The Code of Ethics materially complies with Section
303A.10 of the NYSE Listed Company Manual. The Code of Ethics meets the
requirements for a “code of ethics” within the meaning of that term in Form
40-F. The text of the Code of Ethics is posted on the Company's website at
www.tahoeresourcesinc.com.
Amendments or Waivers
During the fiscal year ended December 31,
2016, the Company did not substantively amend, waive or implicitly waive any
provision of the Code of Ethics with respect to any of the directors, executive
officers or employees subject to it.
To the extent that the Company's board or
a board committee determines to grant any waiver of the Code of Ethics for an
executive officer or director, Section 303A.10 of the NYSE Listed Company Manual
requires that the waiver must be disclosed to shareholders within four business
days of such determination.
All amendments to the Code of Ethics, and
all waivers of the Code of Ethics with respect to the Company’s principal
executive officer, principal financial officer or other persons performing
similar functions, will be posted on the Company’s website, submitted to the SEC
on Form 6-K and provided in print to any shareholder that provides the Company
with a written request addressed to the Company’s Corporate Secretary.
PRINCIPAL ACCOUNTANT FEES AND
SERVICES
Principal Accountant Fees
The following table shows the aggregate
fees billed to the Company during the years ended December 31, 2016 and 2015 by
Deloitte LLP, in its capacity as the Company’s independent registered public
accounting firm:
|
|
|
Year Ended December 31
|
|
|
|
|
2016
|
|
|
2015
|
|
|
Audit Fees
(1)
|
$
|
1,322,175
|
|
$
|
789,390
|
|
|
Audit Related
Fees
(2)
|
|
-
|
|
|
-
|
|
|
Tax Fees
(3)
|
|
-
|
|
|
-
|
|
|
All Other Fees
(4)
|
|
-
|
|
|
-
|
|
|
Total
|
$
|
1,322,175
|
|
$
|
789,390
|
|
|
|
(1)
|
Audit fees represent the
aggregate fees billed for each of the last two fiscal years for
professional services rendered by the principal accountant for the audit
of the Company’s annual financial statements and reviews of the Company’s
quarterly financial reporting, and other services that are normally
provided by the accountant in connection with statutory and regulatory
filings or engagements for those fiscal years.
|
10
|
|
(2)
|
Audit related fees represent the aggregate
fees billed in each of the last two fiscal years for assurance and related
services by the principal accountant that are reasonably related to the
performance of the audit or review of the Company’s financial statements
and are not reported under “Audit Fees” above. These audit-related
services include accounting consultations on proposed and completed
transactions, services performed in connection with the Company’s listing
on the NYSE.
|
|
|
|
|
|
|
(3)
|
Tax fees represent the aggregate fees billed
in each of the last two fiscal years for professional services rendered by
the principal accountant for tax compliance, tax advice, and tax planning.
These professional services included preparation of Canadian federal and
provincial income tax returns, provision of advice on tax positions taken
by the Company, and review of opinions relating to requests for rulings or
technical advice from tax authorities.
|
|
|
|
|
|
|
(4)
|
All other fees represent aggregate fees billed
in each of the last two fiscal years for products and services provided by
the principal accountant, other than the services reported above under
Audit Fees, Audit Related Fees or Tax Fees. These services related to
Canadian indirect tax issues, Directors, stock based compensation, company
reorganization and transfer price management.
|
Pre-Approval of Audit and Non-Audit
Services Provided by Independent Registered Public Accounting
Firm
The Audit Committee pre-approves all
audit services to be provided to the Company by its independent registered
public accounting firm. Non-audit services that are prohibited to be provided to
the Company by its independent registered public accounting firm may not be
pre-approved. In addition, prior to the granting of any pre-approval, the Audit
Committee must be satisfied that the performance of the services in question
will not compromise the independence of the independent registered public
accounting firm. All non-audit services performed by the Company’s independent
registered public accounting firm for the fiscal year ended December 31, 2016
were pre-approved by the Audit Committee of the Company. No non-audit services
were approved pursuant to the
de
minimis
exemption to the pre-approval
requirement.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has not entered into any
“off-balance sheet arrangements”, as defined in General Instruction B(11) to
Form 40-F, that have or are reasonably likely to have a current or future effect
on the Company’s financial condition, changes in financial condition, revenues,
expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to investors.
CONTRACTUAL OBLIGATIONS
For a description of the contractual
obligations of the Company, see “Commitments and Contingencies” on page 49 of
the Company’s management discussion and analysis for the year ended December 31,
2016 which is attached as Exhibit 99.3 to this annual report on Form 40-F and
incorporated by reference herein.
MINE SAFETY DISCLOSURE
Pursuant to Section 1503(a) of the
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
(“
Dodd-Frank Act
”), issuers that are operators, or that have a subsidiary that is an
operator, of a coal or other mine in the United States are required to disclose
in their periodic reports filed with the SEC information regarding specified
health and safety violations, orders and citations, related assessments and
legal actions, and mining-related fatalities under the regulation of the Federal
Mine safety and Health Administration under the Federal Mine Safety and Health
Act of 1977.
The Company did not have any mines in the
United States during the fiscal year ended December 31, 2016.
11
UNDERTAKING AND CONSENT TO SERVICE OF
PROCESS
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
Concurrently with the filing of its
Registration Statement on Form 40-F with the SEC on April 30, 2012, the Company
filed an Appointment of Agent for Service of Process and Undertaking on Form F-X
signed by the Company and its agent for service of process with respect to the
class of securities in relation to which the obligation to file this Annual
Report on Form 40-F arises.
Any change to the name or address of the
Company’s agent for service shall be communicated promptly to the Commission by
amendment to Form F-X referencing the file number of the Company.
12
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, thereto duly authorized.
|
Date:
|
March 9,
2017
|
TAHOE RESOURCES INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ronald W. Clayton
|
|
|
|
|
Ron Clayton
|
|
|
|
|
President, Chief Executive Officer and Director
|
13
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