SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 40-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
[ 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, 2012
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Commission File Number: 1-31395
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Sonde Resources Corp.
(Exact name of Registrant as specified in its charter)
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Alberta
(Province or other Jurisdiction of
Incorporation or Organization)
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1311
(Primary Standard Industrial
Classification Code Number)
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98-1006618
(I.R.S. Employer Identification No.)
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Suite 3200, 500-4th Avenue SW
Calgary, Alberta, Canada
T2P 2V6
(403) 294-1411
(Address and telephone number of Registrant's principal executive offices)
CT Corporation System
111 Eighth Avenue
New York, New York, 10011
(212) 894-8940
(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
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NYSE MKT LLC
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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 issuer's classes of capital or common stock as of the close of the period covered by the annual report:
The Registrant had 62,301,446 Common Shares outstanding as at December 31, 2012
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.
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 ____
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A.
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Disclosure Controls and Procedures
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Disclosure controls and procedures are defined in Rule 13a-15(e) under the Exchange Act as those controls and other procedures that are designed to ensure that information required to be disclosed by the Registrant in reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission's (the "SEC") rules and forms and designed to ensure that such information required to be disclosed by the Registrant is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
The Registrant's Chief Executive Officer and Chief Financial Officer have evaluated the Registrant's disclosure controls and procedures as of the end of the period covered by this Annual Report and have determined that such disclosure controls and procedures were effective. See "Management's Discussion and Analysis of Operations and Financial Position – Disclosure controls and procedures and internal control over financial reporting" included in Exhibit 1.3 to this Annual Report.
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B.
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Management's Annual Report on Internal Control Over Financial Reporting
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See "Management's Discussion and Analysis of Operations and Financial Position – Management’s annual report on internal control over financial reporting" for the fiscal year ended December 31, 2012 included in Exhibit 1.3 to this Annual Report. The Registrant's external auditors, Deloitte LLP, have issued an attestation report on management's assessment of the Registrant's internal control over financial reporting.
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C.
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Attestation Report of the Registered Public Accounting Firm
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The attestation report of Deloitte LLP, dated March 21, 2013, accompanies the Registrant's audited consolidated financial statements for the fiscal year ended December 31, 2012, filed as Exhibit 1.2 to this Annual Report.
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D.
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Changes in Internal Control Over Financial Reporting
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See "Management's Discussion and Analysis of Operations and Financial Position – Disclosure controls and procedures and internal control over financial reporting" included in Exhibit 1.3 to this Annual Report.
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E.
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Notice of Pension Fund Blackout Period
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The Registrant was not required by Rule 104 of Regulation BTR to send any notice to any of its directors or executive officers during the fiscal year ended December 31, 2012.
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F.
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Audit Committee Financial Expert
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The Registrant's board of directors has determined that W. Gordon Lancaster is an audit committee financial expert serving on our audit committee (as defined in paragraph 8(b) of General Instruction B to Form 40-F). The Registrant's board of directors has determined that Mr. Lancaster is independent within the meaning of Rule 10A-3 under the Exchange Act and Section 803A of the NYSE MKT LLC Company Guide. For a description Mr. Lancaster's relevant experience in financial matters, see his employment history in the section "Directors and Officers" in our Annual Information Form for the year ended December 31, 2012, which is filed as Exhibit 1.1 to this Annual Report.
The SEC has indicated that the designation or identification of a person as an audit committee financial expert does not make such person an "expert" for any purpose, impose any duties, obligations or liability on such person that are greater than those imposed on members of the audit committee and the board of directors who do not carry this designation or identification, or affect the duties, obligations or liability of any other member of the audit committee or board of directors.
The Registrant's board of directors has adopted a code of business conduct and ethics that applies to all directors, officers, employees and consultants, including its Chief Executive Officer, Chief Financial Officer and other senior officers. The Registrant will provide a copy of the code of business conduct and ethics without charge to any person that requests a copy by contacting the Chief Financial Officer of the Registrant at the address that appears on the cover page of this Annual Report.
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H.
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Principal Accountant Fees and Services
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Audit Fees
The aggregate fees billed by Deloitte LLP, the Registrant's external auditors, for the fiscal years ended December 31, 2012 and 2011 for professional services rendered by Deloitte LLP for the audit of the Registrant's annual financial statements or services that are normally provided by Deloitte LLP in connection with statutory and regulatory filings or engagements for such years were Cdn$312,922 and Cdn$329,600, respectively.
Audit-Related Fees
The aggregate fees billed by Deloitte LLP for the fiscal years ended December 31, 2012 and 2011 for assurance and related services rendered by it that are reasonably related to the performance of the audit or review of the Registrant's financial statements and that are not reported above as "audit fees" were Cdn$6,126 and Cdn$162,526, respectively. Such fees were paid for services rendered in connection with the review of the Registrant's quarterly financial statements and management's discussion thereon and consulting with the board of directors and audit committee regarding financial reporting and accounting standards.
Tax Fees
The aggregate fees billed by Deloitte LLP for the fiscal years ended December 31, 2012 and 2011 for professional services rendered by it for tax compliance, tax advice, tax planning and other services were Cdn$66,554 and Cdn$152,168, respectively. Such fees were paid for services rendered in connection with the preparation of tax returns during the fiscal year ended December 31, 2012 and December 31, 2011.
All Other Fees
The aggregate fees billed by Deloitte LLP for the fiscal years ended December 31, 2012 and 2011 for products and services provided by Deloitte LLP, other than the services reported in the preceding paragraphs, were Cdn$Nil and Cdn$24,398, respectively. Such fees were paid for services rendered in connection with filings statements and information circulars and services related to offerings.
Audit Committee Pre-Approval Policies and Procedures
All audit and non-audit services performed by the Registrant's external auditor are pre-approved by the audit committee of the Registrant.
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I.
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Off-Balance Sheet Arrangements
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The Registrant is not a party to any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
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J.
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Tabular Disclosure of Contractual Obligations
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The following table sets out aggregate information about the Registrant's contractual obligations:
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Payment due by period (thousands)
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Contractual Obligations
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Total
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Less than 1 year
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1-3 years
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3-5 years
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More than 5 years
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Long Term Debt Obligations
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-
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-
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-
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-
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-
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Finance Lease Obligations
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-
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-
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-
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-
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-
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Operating Lease Obligations
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$12,033
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$1,212
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$3,662
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$3,699
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$3,460
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Purchase Obligations
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$54,286
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$24,438
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$29,848
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-
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-
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Total
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$66,319
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$25,650
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$33,510
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$3,699
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$3,460
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K.
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Identification of the Audit Committee
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The Registrant has established a separately-designated standing audit committee in accordance with Section 3(a)(58)(A) of the Exchange Act. The audit committee is comprised of W. Gordon Lancaster, Kerry Brittain and William Roach. Each of the members of the audit committee is independent as that term is defined by the rules and regulations of the NYSE MKT LLC.
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L.
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Critical Accounting Policies
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See "Management's Discussion and Analysis of Operations and Financial Position – Critical Accounting Estimates," included in Exhibit 1.3 to this Annual Report.
The Registrant is not currently required to submit to the SEC, nor to post on its corporate Web site, an Interactive Data File.