UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
[X] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF
THE SECURITIES EXCHANGE ACT OF 1934
OR
[_] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission File Number
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ADVANTAGE ENERGY INCOME FUND
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(Exact name of Registrant as specified in its charter)
N/A
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(Translation of Registrant's name into English (if applicable))
ALBERTA
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(Province or other jurisdiction of incorporation or organization)
1311
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(Primary Standard Industrial Classification Code Number (if applicable))
N/A
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(I.R.S. Employer Identification Number (if applicable))
3100, 150 - 6TH AVENUE SW, CALGARY, ALBERTA, CANADA T2P 3Y7 (403) 261-8810
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(Address and telephone number of Registrant's principal executive offices)
CORPORATION SERVICE COMPANY, 1133 AVENUE OF AMERICAS, 31ST FLOOR,
NEW YORK, NY 10036 1-800-927-9800
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(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
TRUST UNITS NEW YORK STOCK EXCHANGE
Securities registered or to be registered pursuant to Section 12(g) of the Act.
NONE
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(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.
NONE
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(Title of Class)
PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
SEC 2285 (08-03) CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE
FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
For annual reports, indicate by check mark the information filed with this Form:
[_] Annual information form [_] Audited annual financial statements
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.
Indicate by check mark whether the Registrant by filing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the "Exchange Act"). If "Yes" is marked, indicate the file number assigned to
the Registrant in connection with such Rule.
[_] Yes 82-_________ No |X|
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the Registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90
days.
[_] Yes |X| No
2
FORWARD LOOKING STATEMENTS
Certain statements contained in this Registration Statement on Form 40-F, and in
certain documents incorporated by reference into this form, constitute
forward-looking statements. These statements relate to future events or our
future performance. All statements other than statements of historical fact may
be forward-looking statements. Forward-looking statements are often, but not
always, identified by the use of words such as "seek", "anticipate", "plan",
"continue", "estimate", "expect", "may", "will", "project", "predict",
"potential", "targeting", "intend", "could", "might", "should", "believe" and
similar expressions. These statements involve known and unknown risks,
uncertainties and other factors that may cause actual results or events to
differ materially from those anticipated in such forward-looking statements. The
Registrant believes the expectations reflected in those forward-looking
statements are reasonable but no assurance can be given that these expectations
will prove to be correct and such forward-looking statements included in, or
incorporated by reference into, this Registration Statement on Form 40-F should
not be unduly relied upon. These statements speak only as of the date of this
Registration Statement on Form 40-F or as of the date specified in the documents
incorporated by reference into this Registration Statement on Form 40-F, as the
case may be.
In particular, this Registration Statement on Form 40-F and the documents
incorporated by reference contain forward-looking statements pertaining to the
following:
o the performance characteristics of our assets;
o oil and natural gas production levels;
o the size of the oil and natural gas reserves;
o projections of market prices and costs and the related sensitivities of
distributions;
o supply and demand for oil and natural gas;
o expectations regarding the ability to raise capital and to continually
add to reserves through acquisitions and development;
o treatment under governmental regulatory regimes; and
o capital expenditures programs.
Statements relating to "reserves" or "resources" contained in the Renewal Annual
Information Form of the Registrant are deemed to be forward-looking statements,
as they involve the implied assessment, based on certain estimates and
assumptions, that the resources and reserves described can be profitably
produced in the future. The forward looking statements contained in this
Registration Statement on Form 40-F and the documents incorporated by reference
herein are expressly qualified by this cautionary statement. The Registrant does
not undertake any obligation to publicly update or revise any forward-looking
statements and readers should also carefully consider the matters discussed
under the heading "Risk Factors" the Registrant's Renewal Annual Information
Form, attached hereto as Exhibit 1.
OFF-BALANCE SHEET ARRANGEMENTS
As at the date hereof, the Registrant does not have any off-balance sheet
arrangements in place.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
See page 6 of the Registrant's Management's Discussion and Analysis and Results
of Operations for the fiscal year ended December 31, 2004, which is filed as
Exhibit 99.3 to this Registration Statement on Form 40-F.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. UNDERTAKING
The Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to: the securities registered pursuant to Form 40-F; the securities in
relation to which the obligation to file an Registration Statement on Form 40-F
arises; or transactions in said securities.
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B. CONSENT TO SERVICE OF PROCESS
A Form F-X signed by the Registrant and its agent for service of process is
being filed concurrently with the Commission together with this Registration
Statement on Form 40-F.
Any change to the name and address of the agent for service for service of
process of the Registrant shall be communicated promptly to the Securities and
Exchange Commission by an amendment to the Form F-X referencing the file number
of the Registrant.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that
it meets all of the requirements for filing on Form 40-F and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized.
ADVANTAGE ENERGY INCOME FUND (the
Registrant) by Advantage Oil & Gas Ltd.
By /s/ Peter Hanrahan
------------------------------------
Peter Hanrahan
Vice President, Finance and Chief
Financial Officer
Date: November 15, 2005
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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23.1 Consent of KPMG LLP to the inclusion of the Auditor's Report dated February 22, 2005 on the
Registrant's Audited Consolidated Financial Statements for the fiscal year ended December 31,
2004.
23.2 Consent of Sproule Associates Limited to the incorporation by reference herein of its Statement
of Reserves Data and Other Information in Form 51-101F1 and its Report on Reserves Data in Form
51-101F2, which statement and report is contained in the Registrant's Renewal Annual Information
Form for the fiscal year ended December 31, 2004.
99.1 Renewal Annual Information Form for the fiscal year ended December 31, 2004
99.2 Audited Consolidated Financial Statements for the fiscal year ended December 31, 2004.
99.3 Management's Discussion and Analysis and Results of Operations for the fiscal year ended
December 31, 2004
99.4 Certifications of Chief Executive Officer pursuant to Rule 13(a)-14(b) and Section 1350 of
Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
99.5 Certifications of Chief Financial Officer pursuant to Rule 13(a)-14(b) and Section 1350 of
Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
99.6 News release dated October 14, 2005 announcing October cash distribution
99.7 News release dated October 5, 2005 announcing the location of a presentation by the Trust
99.8 News release dated September 14, 2005 announcing September cash distribution
99.9 Form 52-109FT2 - Certification of Interim Filings - CEO dated August 12, 2005, for the period
ended June 30, 2005
99.10 Form 52-109FT2 - Certification of Interim Filings - CFO dated August 12, 2005, for the period
ended June 30, 2005
99.11 Interim Financial Statements dated August 12, 2005 for the period ended June 30, 2005
99.12 Management's Discussion and Analysis dated August 12, 2005 for the period ended June 30, 2005
99.13 News release dated August 12, 2005 announcing August cash distribution
99.14 News release dated August 11, 2005 announcing 2nd Quarter financial results
99.15 News release dated August 9, 2005 announcing 2nd Quarter conference call and webcast
99.16 News release dated July 11, 2005 announcing July cash distribution
99.17 Interim financial statements dated May 13, 2005 for the period ended March 31, 2005
99.18 Management's Discussion and Analysis dated May 13, 2005 for the period ended March 31, 2005
5
99.19 News release dated May 13, 2005 announcing May cash distribution
99.20 News release dated May 13, 2005 announcing 1st Quarter financial results
99.21 News release dated May 11, 2005 announcing 1st Quarter conference call and webcast
99.22 Report of voting results dated April 27, 2005 in respect of Annual and Special Meeting of
Unitholders held on April 27, 2005
99.23 Report of voting results dated April 27, 2005 in respect of Annual and Special Meeting of
Unitholders held on April 27, 2005 together with Interim Reports on Ballot on Resolution
99.24 Other - Letter from Burnet, Duckworth & Palmer LLP to the Registrar of Securities of Northwest
Territories dated April 15, 2005
99.25 News release dated April 13, 2005 announcing April cash distribution
99.26 Other - Computershare Letter of Confirmation dated April 1, 2005, SEDAR filed April 7, 2005
99.27 2004 Annual Report dated March 31, 2005
99.28 Form 52-109FT1 - Certification of Annual Filings - CEO dated February 22, 2005 for the period
ended December 31, 2004
99.29 Form 52-109FT1 - Certification of Annual Filings - CFO dated February 22, 2005 for the period
ended December 31, 2004
99.30 ON Form 13-502F1 - Annual Participation Fee for Reporting Issuers dated March 31, 2005, for the
year ended December 31, 2005
99.31 News release dated March 30, 2005 announcing filing of 2004 Annual Information Form
99.32 Form of Proxy dated March 29, 2005 for the Annual and Special Meeting of Unitholders held April
27, 2005
99.33 Management Information Circular dated March 1, 2005 and SEDAR filed March 29, 2005 for the
Annual and Special Meeting of Unitholders held April 27, 2005
99.34 Notice of Meeting dated March 1, 2005 and SEDAR filed March 29, 2005 for the Annual and Special
Meeting of Unitholders held April 27, 2005
99.35 Notice of Filing of Annual Information Form (NI 51-102 F2) for the year ended December 31, 2004,
dated March 29, 2005
99.36 Other - Voting Direction for Holders of Exchangeable Shares dated March 29, 2005
99.37 Security holders documents - Schedule B Exchangeable Share Provisions dated March 21, 2005
99.38 Security holders documents - Amended and Restated Management Agreement dated May 24, 2001 as
amended and restated October 4, 2004
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99.39 Security holders documents - Shareholder Agreement effective May 24, 2001 and SEDAR filed March
21, 2004
99.40 Security holders documents - Support Agreement effective December 21, 2004 and SEDAR filed
March 21, 2005
99.41 Security holders documents - Trust Indenture effective May 26, 2004 and SEDAR filed March 21,
2005
99.42 Security holders documents - Voting and Exchange Trust Agreement effective December 21, 2004 and
SEDAR filed March 21, 2005
99.43 News release dated March 14, 2005 announcing March cash distribution
99.44 News release dated March 3, 2005 announcing financial results for the year ended December 31,
2004
99.45 News release dated March 3, 2005 announcing 2005 Summer/Fall Hedging Program
99.46 News release dated March 2, 2005 announcing 2004 Tax Information
99.47 News release dated February 24, 2005 announcing Year End 2004 Reserves Evaluation
99.48 News release dated February 14, 2005 announcing February cash distribution
99.49 News release dated February 14, 2005, announcing executive appointment of Mr. Coombs
99.50 Computershare Notice of Meeting dated February 11, 2005 for meeting to be held April 27, 2005
99.51 News release dated February 9, 2005 announcing closing of financing
99.52 Final Receipt of Final Short Form Prospectus from Nova Scotia Securities Commission dated
January 31, 2005
99.53 Auditors' consent letter from KPMG dated January 31, 2005 re: Final Short Form Prospectus
99.54 Auditors' consent letter from KPMG dated January 31, 2005 re: Final Short Form Prospectus
99.55 Auditors' consent letter from PricewaterhouseCoopers dated January 31, 2005 re: Final Short Form
Prospectus
99.56 Consent letter of issuer's legal counsel (Burnet, Duckworth & Palmer LLP) dated January 31, 2005
re: Final Short Form Prospectus
99.57 Consent letter of underwriters' legal counsel (Macleod Dixon LLP) dated January 31, 2005 re:
Final Short Form Prospectus
99.58 Consent letter of Sproule Associates Limited dated January 31, 2005 re: Final Short Form
Prospectus
99.59 Cover letter from Burnet, Duckworth & Palmer LLP dated January 31, 2005 for Final Short Form
Prospectus filings
7
99.60 Final Short Form Prospectus dated January 31, 2005
99.61 MRRS Decision Document (Final) from ASC dated January 31, 2005
99.62 Underwriting Agreement effective January 19, 2005 and filed January 31, 2005
99.63 Material change report dated January 28, 2005 re: January 19, 2005 news release
99.64 Preliminary Receipt dated January 21, 2005 from Nova Scotia Securities Commission re:
Preliminary Short Form Prospectus
99.65 MRRS Decision Document (Preliminary) from ASC dated January 21, 2005
99.66 Preliminary Short Form Prospectus dated January 21, 2005
99.67 News release dated January 19, 2005 announcing Trust Unit financing
99.68 News release dated January 19, 2005 announcing January cash distribution and increase to the
exchange ratio of Exchangeable Shares
99.69 Material change report dated December 31, 2004 re: December 21, 2004 news release
99.70 News release dated December 21, 2004 announcing completion of acquisition of Defiant Energy
Corporation
99.71 Notice information (QC sec. 106 Reg.) dated December 3, 2004 and SEDAR filed December 20, 2004
from Fraser Milner Casgrain LLP re: Proposed Plan of Arrangement
99.72 News release dated December 13, 2004 announcing December cash distribution
99.73 News release dated November 15, 2004 announcing November cash distribution
99.74 Form 52-109FT2 - Certification of Interim Filings - CEO dated November 10, 2004, for the period
ended Sept 30, 2004
99.75 Form 52-109FT2 - Certification of Interim Filings - CFO dated November 10, 2004, for the period
ended Sept 30, 2004
99.76 Interim financial statements dated November 12, 2004 for the period ended Sept 30, 2004
99.77 Management's Discussion and Analysis dated November 10, 2004, for the period ended Sept 30, 2004
99.78 News release dated November 10, 2004 announcing 3rd Quarter results conference call and webcast
99.79 Material change report dated November 4, 2004 re: November 3, 2004 news release
99.80 News release dated November 3, 2004 announcing Arrangement Agreement with Defiant Energy Income
Fund
99.81 News release dated October 18, 2004, announcing October cash distribution
99.82 Business Acquisition Report dated September 30, 2004
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99.83 News release dated October 5, 2004 announcing its participation in the Scotia Capital Investing
for Income Conference
99.84 News release dated September 20, 2004 announcing September cash distribution
99.85 News release dated September 15, 2004 announcing completion of property acquisition from
Anadarko Canada Corporation
99.86 Other Material Contract - Subscription Receipt Agreement dated September 14, 2004
99.87 Other Material Contract - Second Supplemental Trust Indenture dated September 14, 2004
99.88 2003 Annual report (amended) dated September 9, 2004
99.89 Auditors' consent letter dated September 3, 2004 from PricewaterhouseCoopers LLP
99.90 Auditors' consent letter dated September 3, 2004 from KPMG LLP
99.91 Auditors' consent letter dated September 3, 2004 from KPMG LLP
99.92 Consent letter of issuer's legal counsel dated September 3, 2004 (Burnet, Duckworth & Palmer
LLP) re: September 3, 2004 Final Short Form Prospectus
99.93 Consent letter of underwriters' legal counsel dated September 3, 2004 (Macleod Dixon LLP) re:
September 3, 2004 Final Short Form Prospectus
99.94 Consent letter of other expert dated September 3, 2004 from Sproule Associates Limited re:
September 3, 2004 Final Short Form Prospectus
99.95 Final Short Form Prospectus dated September 3, 2004
99.96 Material change report dated September 3, 2004 re: August 24, 2004 news release
99.97 MRRS Decision Document (Final) dated September 3, 2004 from ASC re: September 3, 2004 Final
Short Form Prospectus
99.98 Revised Annual Information Form dated May 12, 2004 and SEDAR filed September 3, 2004
99.99 Underwriting Agreement effective January 19, 2005 and SEDAR filed September 3, 2004
99.100 News release dated September 1, 2004, announcing the executive appointment of Mr. Kay
99.101 Preliminary Receipt dated August 26, 2004, from Nova Scotia Securities Commission re: August 26,
2004 Preliminary Short Form Prospectus
99.102 MRRS Decision Document (Preliminary) dated August 26, 2004 from ASC re: August 26, 2004
Preliminary Short Form Prospectus
99.103 Preliminary Short Form Prospectus dated August 26, 2004
99.104 News release dated August 24, 2004 announcing property acquisition, 9% increase in monthly cash
distributions and bought deal financing
99.105 News release dated August 17, 2004 announcing August monthly distribution
9
99.106 Other - Letter from Computershare dated August 13, 2004 and SEDAR filed August 17, 2004 re:
confirmation of mailing of 2nd Quarter Interim Report for the period ended June 30, 2004
99.107 Form 52-109FT2 - Certification of Interim Filings - CEO dated August 12, 2004, for the period
ended June 30, 2004
99.108 Form 52-109FT2 - Certification of Interim Filings - CFO dated August 12, 2004, for the period
ended June 30, 2004
99.109 Interim financial statements dated August 12, 2004 for the period ended June 30, 2004
99.110 Management's Discussion and Analysis dated August 12, 2004 for the period ended June 30, 2004
99.111 News release dated August 12, 2004 announcing 2nd Quarter Results
99.112 News release dated July 19, 2004 announcing July cash distribution
99.113 Audited Financial Statements (Amended) for the year ended December 31, 2003
99.114 News release dated June 23, 2004 announcing executive appointment of Mr. Hanrahan
99.115 News release dated June 15, 2004, announcing June cash distribution
99.116 News release dated June 10, 2004 announcing update to U.S. ownership of proposed changes to the
Income Tax Act (Canada)
99.117 News release dated June 4, 2004 announcing Board of Directors appointments
99.118 Report of voting results dated May 26, 2004 for Annual and Special Meeting of unitholders held
on May 26, 2004
99.119 Renewal Annual Information Form for the fiscal year ended December 31, 2003
99.120 News release (section 2.2 of NI 51-101) dated May 19, 2004 announcing filing of Annual
Information Form for the year ended December 31, 2003
99.121 Notice regarding AIF (NI 51-102 F2) dated May 19, 2004 from Burnet, Duckworth & Palmer LLP
99.122 Other - Computershare letter of confirmation of delivery of 1st Quarter Interim Report for the
period ending March 31, 2004 to registered holders, dated May 17, 2004
99.123 News release dated May 17, 2004 announcing May cash distribution
99.124 Form 52-109F2 - Certification of Interim Filings - CEO dated May 14, 2004, for the period ended
Mar 31, 2004
99.125 Form 52-109F2 - Certification of Interim Filings - CFO dated May 14, 2004, for the period ended
Mar 31, 2004
99.126 Interim financial statements dated May 14, 2004 for the period ended Mar 31, 2005
99.127 Management's Discussion and Analysis dated May 12, 2004 for the period ended Mar 31, 2004
10
99.128 News release dated May 13, 2004 announcing 1st Quarter Financial Results
99.129 Other - Certificate regarding undertaking pursuant to Sections 3.1 and 3.4 of Proposed National
Policy 41-201, dated April 28, 2004 and SEDAR filed May 13, 2004
99.130 Certificate re dissemination to shareholders from Computershare, dated April 30, 2004
99.131 Form of proxy dated May 3, 2004 re: Annual and Special Meeting of Unitholders held May 26, 2004
99.132 Management Information Circular dated April 16, 2004 and SEDAR filed May 3, 2004
99.133 Notice of meeting dated April 16, 2004 and SEDAR filed May 3, 2004
99.134 Other - Computershare letter of confirmation of delivery to unitholders dated April 30, 2004 and
May 3, 2004
99.135 ON Form 13-502F1 - Annual Participation Fee for Reporting Issuers for the year ended
December 31, 2004
99.136 2003 Annual report dated April 28, 2004 for the year ended December 31, 2003
99.137 2003 Audited Financial Statements for the year ended December 31, 2003
99.138 2003 Annual Management's Discussion and Analysis for the year ended December 31, 2003
99.139 News release dated April 27, 2004 announcing its participation in the Informed Investors
Canadian Energy Trusts Virtual Forum
99.140 News release dated April 19, 2004 announcing April cash distribution
99.141 News release dated April 14, 2004 announcing year end December 31, 2003 financial results and
reserve information
99.142 News release dated April 8, 2004 announcing release of 2003 year end results conference call and
webcast
99.143 News release dated March 18, 2004 announcing March cash distribution
99.144 Notice of the meeting and record dated March 16, 2004 from Computershare re: Annual and General
Meeting of Unitholders held May 26, 2004
99.145 News release dated February 24, 2004 announcing 2003 U.S. tax information for unitholders
99.146 News release dated February 18, 2004 announcing 2003 Canadian tax information for unitholders
99.147 News release dated February 10, 2004 announcing Hedging Program and February cash distribution
99.148 Qualifying issuer certificate (Form 45 - 102 F2) dated January 30, 2004 and SEDAR filed February
4, 2004
99.149 News release dated January 19, 2004 announcing January cash distribution
11
99.150 Supplemental Financial Information for the U.S. Securityholders (Reconciliation of Financial
Statements to United States Generally Accepted Accounting Principles)
99.151 News release dated November 7, 2005 announcing a presentation to be given at the Informed
Investors Canadian Trusts On-line Forum on November 9, 2005
99.152 News release dated November 8, 2005 announcing the 3rd Quarter Conference Call and Webcast
99.153 News release dated November 14, 2005 announcing the NYSE Listing
99.154 News release dated November 14, 2005 announcing the 3rd Quarter Results
99.155 News release dated November 11, 2005 announcing Distribution
12