UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
FORM 40-F/A
(Amendment No. 2)
 
  o
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 March 31, 2012
Commission File Number: 001-3358 0

 
KEEGAN RESOURCES INC.
 
 
(Exact name of Registrant as specified in its charter)
 
     
British Columbia
 
1040
 
Not Applicable
(Province or Other Jurisdiction of
Incorporation or Organization)
 
(Primary Standard Industrial
Classification Code)
 
(I.R.S. Employer
Identification No.)
 
 
700 -1199 West Hastings Street
Vancouver, British Columbia
Canada V6E 3T5
(604) 683-8193
 
 
(Address and telephone number of Registrant’s principal executive offices)
 
 
 
National Registered Agents, Inc.
875 Avenue of the Americas, Suite 501
New York, New York  10001
Tel: 1-800-550-6724
 
 
(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
NYSE MKT Equities
 
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 Registrant’s classes of capital or common stock as of the close of the period covered by the annual report:   75,545,838 Common Shares as of March 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.
Yes    x
No    o

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    o
No    o
 
 
 
 
 
EXPLANATORY NOTE
 
Keegan Resources Inc. (the “Company”) is filing this Form 40-F/A to the Company’s Annual Report on Form 40-F for the year ended March 31, 2012, as originally filed on July 2, 2012 (the “Annual Report”) and amended by Amendment No. 1 thereto on Form 40-F/A filed on January 16, 2012 (the “Amended Annual Report”), for the sole purpose of including Mr. McCunn’s conformed signature which was inadvertently omitted from the Amended Annual Report.
 
No other amendments are being made to the Annual Report or the Amended Annual Report, as originally filed, and this Amendment No. 2 does not purport to amend any item of the Annual Report or Amended Annual Report to reflect events that have occurred after the original date that the initial Annual Report was filed.
 
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, thereunto duly authorized.
 
Date:  January 16, 2013.
KEEGAN RESOURCES INC.
 
By:        /s/ Gregory McCunn                                                       
Gregory McCunn
Chief Financial Officer

 
 
 
 
EXHIBIT INDEX
 
Exhibit
Number
Exhibit Description
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (3)
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (3)
Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)
Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)
99.5
Annual Information Form of the Company for the year ended March 31, 2012 (1)
99.6
Audited consolidated balance sheets as at March 31, 2012, March 31, 2011 and April 1, 2010 and the consolidated statements of comprehensive income, changes in equity, and cash flows for the years ended March 31, 2012 and March 31, 2011, including the notes thereto, and report of the Company’s independent registered public accounting firm thereon (1)
99.7
Management’s discussion and analysis of financial condition and results of operations for the year ended March 31, 2012 (1)
99.8
Consent of KPMG LLP (1)
99.9
Consent of Brian Wolfe, B Sc Hons (Geol), Post Grad Cert (Geostats), (MAusIMM) (2)
99.10
Consent of Christopher Waller, B AppSc (MAusIMM) (2)
99.11
Consent of Harry Warries, M Eng (MAusIMM) (2)
99.12
Consent of Andrea Zaradic, P. Eng. (2)
 
Notes :
 
(1)           Previously filed as an exhibit to the Company’s Annual Report on Form 40-F, filed July 2, 2012.
 
(2)
Previously filed as an exhibit to Amendment No. 1 to the Company’s Annual Report on Form 40-F, filed January 16, 2013.
 
(3)           Filed as an exhibit herewith.
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