**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 40-F**

 

**(Check One)**

 

**o****                                ****Registration statement pursuantto Section 12 of the Securities Exchange Act of 1934**

 

**or**

 

**ý****                                ****Annual report pursuant to Section 13(a) or15(d) of the Securities Exchange Act of 1934**

 

**For the fiscal year ended  12/31/05****  ****Commission File Number****    ****1-32368**

 

**Queenstake Resources Ltd.**

(Exact Name of Registrant asSpecified in its Charter)

 

**YukonTerritory, Canada**

(Province or Other Jurisdictionof Incorporation or Organization)

 

**999 - 18thStreet, Suite 2940**

**Denver,Colorado 80202**

**(303)297-1557**

(Address and Telephone Numberof Registrant’s Principal Executive Offices)

 

**Susan K.Shapiro, Esq.**

**Burns &Levinson LLP**

**125 SummerStreet, Boston, MA 02110**

**(617)345-3000**

(Name, Address and TelephoneNumber of Agent for Service in the United States)

 

Securities registered or to beregistered pursuant to Section 12(b) of the Act:

 

| ** **                       | ** ** | **Name of Each Exchange** |
|----------------------------------|------------|---------------------------|
| **Title of Each Class**          | ** ** | **on Which Registered**   |
| Common  Shares without Par Value |       | American  Stock Exchange  |

 

Securities registered or to beregistered pursuant to Section 12(g) of the Act:

 

**None**

(Title of Class)

 

Securities for which there is areporting obligation pursuant to Section 15(d) of the Act:

 

**N/A**

(Title of Class)

 

For annual reports, indicate bycheck mark the information filed with this Form:

 

ý Annual information form                                                                                              ýAudited annual financial statements

 

Indicate the number of outstanding shares of each of the issuer’sclasses of capital or common stock as of the close of the period covered by theannual report:

550,021,360 Common Shares without Par Value

 

Indicate by check mark whether the Registrant by filing the informationcontained in this Form is also thereby furnishing the information to theCommission pursuant to Rule 12g3-2(b) under the Securities ExchangeAct of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the filingnumber assigned to the Registrant in connection with such Rule.

 

YES o                                                       NOý

 

Indicate by check mark whether the Registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the ExchangeAct during the preceding 12 months (or for such shorter period that theRegistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.

 

YES ý                                                       NOo

 

 

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**CAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTS**

 

Certain statements contained in this AnnualReport on Form 40-F of Queenstake Resources Ltd. (the “Company”) and theExhibits included herein may constitute “forward-looking statements” withinthe meaning of Section 21E of the Securities Exchange Act of the UnitedStates. Forward-looking statements include, but are not limited to, statementswith respect to anticipated commencement dates of mining or metal productionoperations, projected quantities of future metal production, anticipatedproduction rates and mine life, operating efficiencies, costs and expendituresand conversion of mineral resources to reserves. In certain cases,forward-looking statements can be identified by the use of words such as “could”,“expect”, “believe”, “will”, “estimate”, “anticipate”, “project” and similarexpressions and statements relating to matters that are not historical facts. Forward-lookingstatements involve known and unknown risks and uncertainties and other factors,including those described under the heading “Risk Factors” in the RenewalAnnual Information Form and in the Management’s Discussion and Analysis,included herein as Exhibits 1 and 3, respectively, which may cause theactual results, performance or achievements of the Company to be materiallydifferent from any future results, performance or achievements expressed orimplied by such forward-looking statements. These factors include, amongothers, gold price volatility; volatility of commodity prices; mining industryoperational hazards and environment concerns; uncertainty of estimates ofmineral deposits; requirements for additional financing which may not beavailable; government regulation and requirements for permits and licenses andcompetition. Although the Company has attempted to identify important factorsthat could cause actual actions, events or results to differ materially fromthose described in forward-looking statements, there may be other factorsthat cause actions, events or results not to be as anticipated, estimated orintended. There can be no assurance that forward-looking statements will proveto be accurate, as actual results and future events could differ materiallyfrom those anticipated in such statements. Accordingly, readers should notplace undue reliance on forward-looking statements. The Company undertakes noobligation to publicly update or revise any forward-looking statements, whetheras a result of new information, future events or otherwise.

 

#### **RESERVE AND RESOURCEESTIMATES**

 

***Proven and Probable Reserves*.**The estimates of proven and probable mineral reserves incorporated byreference in this Annual Report on Form 40-F have been prepared inaccordance with National Instrument 43-101 of the Canadian Securities Administrators(NI 43-101). The definitions of proven and probable reserves used in NI 43-101differ from the definitions in Industry Guide 7 or the U.S. Securities andExchange Commission (SEC). Accordingly, the Company’s disclosure of mineralreserves in this Annual Report may not be comparable to information fromU.S. companies subject to the SEC’s reporting and disclosure requirements.

 

***Measured and IndicatedResources.***This Annual Report uses the terms “measuredand indicated resources”. The Company advises U.S. investors that while theseterms are recognized and required by Canadian regulations, the SEC does notrecognize them. U.S. investors are cautioned not to assume that any part orall of mineral deposits in these categories will ever be 

 

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converted into reserves. Mineral resources that are not “mineralreserves” do not have demonstrated economic viability.

 

***Inferred Resources:* **This Annual Report uses the term “inferredresources”. The Company advises U.S. investors that while this term is recognizedand required by Canadian regulations, the SEC does not recognize it. “Inferredresources” have a great amount of uncertainty as to their existence, and greatuncertainty as to their economic and legal feasibility. It cannot be assumedthat all or any part of an inferred mineral resource will ever be upgradedto a higher category. Under Canadian rules, estimates of inferred mineralresources may not form the basis of feasibility or prefeasibilitystudies, except in rare cases. U.S. investors are cautioned not to assume thatany part or all of an inferred resource exists or is economically orlegally mineable.

 

For further information, please refer to thedefinitions of reserves and resources and discussion under the heading “RiskFactors” in the Renewal Annual Information Form and in the Management’sDiscussion and Analysis, included herein as Exhibits 1 and 3, respectively.

 

**CURRENCY**

 

Unlessotherwise indicated, all dollar amounts in the Annual Report on Form 40-Fare expressed in United States dollars.

 

**ANNUALINFORMATION FORM**

 

The Renewal Annual Information Form ofthe Company for the year ended December 31, 2005 is included herein as Exhibit 1.

 

**AUDITEDANNUAL FINANCIAL STATEMENTS ANDMANAGEMENT’S DISCUSSION AND ANALYSIS**

 

*Audited Annual Financial Statements*

 

The Company’s audited consolidated financialstatements for the years ended December 31, 2005 and 2004, including theauditors’ report thereon dated March 30, 2006, are included herein as Exhibit 2.Please refer to Note 23 to the audited consolidated financial statements for areconciliation of the differences between Canadian and United States GenerallyAccepted Accounting Principles.

 

*Management’s Discussion and Analysis ofFinancial Condition and Results of Operations*

 

The Company’s Management’s Discussion andAnalysis of Financial Condition and Results of Operations for the year ended December 31,2005 is included herein as Exhibit 3.

 

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#### **CONTROLS AND PROCEDURES**

 

**A.****                                    DisclosureControls and Procedures**

 

As of December 31, 2005, an evaluationwas carried out by the Company’s Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of the Company’s disclosure controls andprocedures (as defined in Rules 13a-15(e) and 15d-15(e)) under theSecurities Exchange Act of 1934, as amended). Based on that evaluation, theCompany’s Chief Executive Officer and Chief Financial Officer concluded thatthe disclosure controls and procedures were effective to ensure thatinformation required to be disclosed by the Company in reports that it files orsubmits under the Exchange Act is recorded, processed, summarized and reportedwithin the time periods specified in Securities and Exchange Commission rules andforms.

 

**B.****                                    InternalControl over Financial Reporting**

 

During the fiscal year ended December 31,2005, there were no changes in the Company’s internal control over financialreporting that have materially affected, or are reasonably likely to materiallyaffect, the Company’s internal control over financial reporting.

 

**NOTICESPURSUANT TO REGULATION BTR**

 

None.

 

**AUDITCOMMITTEE**

 

*Identification of Audit Committee;Independence*

 

The Company has an Audit Committeeestablished by the Board of Directors for the purpose of overseeing theaccounting and financial reporting processes of the Company and audits of thefinancial statements of the Company, in accordance with Section 3(a)(58)(A) ofthe Exchange Act. The members of the Audit Committee are Peter Bojtos, MichaelSmith, and Doris Meyer. Each of Mr. Bojtos and Mr. Smith is “independent”as that term is defined under the rules of the American Stock Exchange(the “AMEX”), but Ms. Meyer is not considered “independent” under AMEXrules. Please see below for a discussion of Ms. Meyer’s status under AMEXlisting standards applicable to members of audit committees.

 

*Audit Committee Financial Expert*

 

The Board has designated Michael Smith as the“Audit Committee Financial Expert” as that term is defined under Section 407of the Sarbanes-Oxley Act of 2002.

 

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*Exemption from Listing Standards for AuditCommittees*

 

Doris Meyer is “independent” within themeaning of Rule 10A-3(b)(1) under the Securities Exchange Act of 1934(the “Exchange Act”) but is not “independent” within the meaning of Section 121Aof the AMEX Company Guide because she was employed by the Company during thepast three years. Until her resignation as an employee of the Company in May 2004,she was an executive officer of the Company, most recently as Vice PresidentFinance and Corporate Secretary. With permission of the AMEX, the Company iscurrently relying on the exemption to AMEX Audit Committee compositionrequirements pursuant to Section 121B(2)(b) of the AMEX Company Guidein view of the “exceptional and limited circumstances” relating to Ms. Meyer’sservice on the Audit Committee.

 

The Company’s Board of Directors hasdetermined that Ms. Meyer’s membership on the Audit Committee was and isrequired by the best interests of the Company and its shareholders because ofher qualifications as a Certified General Accountant and because she hasconsiderable experience in the provision of financial and corporate complianceservices to publicly-traded mining companies. As well, she is a member of theAssociations of the Certified General Accountants of British Columbia andCanada. It is difficult to find individuals with the required skills andknowledge to serve on audit committees, and Ms. Meyer’s accounting,corporate and financial experience is very important to the Company’s AuditCommittee in order to fulfill its mandate of overseeing the accounting andfinancial reporting processes of the Company and the audits of the Company’sfinancial statements.

 

In accordance with the requirements forreliance on the exemption from AMEX listing standards under Section 121B(2)(b) ofthe AMEX Company Guide, Ms. Meyer is not a current officer or employee ofthe Company, nor is she an immediate family member of any officer or employeeof the Company. She is not the Chairman of the Audit Committee.

 

The Company does not believe that reliance onthe foregoing exemption has or would materially affect the ability of the AuditCommittee to act independently and otherwise to satisfy the requirements of Rule 10A-3under the Exchange Act.

 

**CODE OFETHICS**

 

The Company has adopted a Code of BusinessConduct and Ethics that applies to all directors, officers and employees,including its Chief Executive Officer and Chief Financial Officer. The Companywill provide to any person, without charge, upon request, a copy of the Code. Aperson may request a copy by telephoning the Company at (303) 297-1557, orby writing to the Company at 999 - 18th Street, Suite 2940, Denver,Colorado 80202.

 

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**PRINCIPALACCOUNTANT FEES AND SERVICES**

 

The aggregate amounts billed by Staley, Okada &Partners, Chartered Accountants (“Staley Okada”) to the Company for each of thefiscal years ended December 31, 2005 and 2004 for audit fees,audit-related fees, tax fees and all other fees are set forth below:

 
| ** **             | ** ** | **Year Ended  December 31, 2005** | ** ** | **Year Ended  December 31, 2004** | ** ** |
|------------------------|------------|----------------------------------------|------------|----------------------------------------|------------|
| Audit Fees (1)         |       | $                                      | 204,859    |                                   | $          | 147,289 |   |
| Audit-Related Fees (2) |       | -0                                     | -          | 6,931                                  |       |
| Tax Fees (3)           |       | 27,659                                 |       | 44,071                                 |       |
| All Other Fees (4)     |       | -0                                     | -          | -0                                     | -          |
| Totals                 |       | $                                      | 232,518    |                                   | $          | 198,291 |   |

 

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NOTES:

 

(1)  “Audit Fees” represent fees for theaudit of the Company’s annual financial statements, review of the Company’sinterim financial statements and review in connection with the Company’sstatutory and regulatory filings.

 

(2)  “Audit-Related Fees” represent feesfor assurance and related services that are related to the performance of theaudit, principally for consultation concerning financial accounting andreporting standards.

 

(3)  “Tax Fees” represent fees for taxcompliance and tax advice.

 

(4)  Except as noted above, there wereno other fees billed to the Company for each of the last two fiscal years endedDecember 31, 2005 and 2004 by Staley Okada.

 

The Audit Committee has adopted specificpolicies and procedures for the engagement of non-audit services. Pursuant toits Charter, the Audit Committee is required to pre-approve all auditing services and relatedfees and the terms thereof, including the scope of the auditors’ auditexamination plan, procedures and timing of the audit, and pre-approve anynon-audit services (i.e., any services provided other than in connection withthe audit or review of financial statements) to be rendered by the Company’sauditors, including the terms thereof, and the fees to be paid in connectiontherewith. The Committee may delegate to one or more members of theCommittee the authority to pre-approve services to be provided by the auditors.Any such pre-approval by one or more members of the Committee must be reportedto the full Committee at the next scheduled meeting. The pre-approval ofauditing and non-auditing services can be done with input from, but nodelegation of authority to, management. All of the engagements and fees for2005 were pre-approved by the Audit Committee.

 

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**OFF-BALANCE SHEET ARRANGEMENTS**

 

The Company has no off-balance sheet arrangements required to bedisclosed in this Annual Report on Form 40-F.

 

**TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS**

 

 
| ** **                                 | ** ** | **Payments due by period** | ** ** |
|--------------------------------------------|------------|----------------------------|------------|
| **(In millions of U.S. dollars)**          | ** ** | **Total**                  | ** ** | **Less than 1  year** | ** ** | **1 - 3 years** | ** ** | **4 - 5 years** | ** ** | **More than 5  years** | ** ** |
| Capital lease obligations                  | ** ** | **$**                      | **3.5**    |   | $ | 1.4 |   | $ | 2.1 |   | $ | — |   | $ | — |   |
| Operating leases                           | ** ** | **0.6**                    |       | 0.2 |   | 0.4 |   | — |   | — |   |
| Non-hedge derivative financial instruments | ** ** | **1.1**                    |       | 1.0 |   | 0.1 |   | — |   | — |   |
| Total  Material Contractual Obligations    | ** ** | **$**                      | **5.2**    |   | $ | 2.6 |   | $ | 2.6 |   | $ | — |   | $ | — |   |

 

**AMEX CORPORATE GOVERNANCE**

 

TheCompany’s common shares are listed on the American Stock Exchange (“AMEX”). Section 110of the AMEX company guide permits AMEX to consider the laws, customs andpractices of foreign issuers in relaxing certain AMEX listing criteria, and togrant exemptions from AMEX listing criteria based on these considerations. Acompany seeking relief under these provisions is required to provide writtencertification from independent local counsel that the non-complying practice isnot prohibited by home country law. A description of the significant ways inwhich the Company’s governance practices differ from those followed by domesticcompanies pursuant to AMEX standards is contained on the Company’s website atwww.queenstake.com.

 

**UNDERTAKINGAND 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 theCommission staff, and to furnish promptly, when requested to do so by theCommission staff, information relating to: the securities registered pursuant to Form 40-F; the securities inrelation to which the obligation to file an annual report on Form 40-Farises; or transactions in said securities.

 

**B.****                                    Consentto Service of Process**

 

Concurrently with the filing of this annualreport on Form 40-F, the Registrant filed with the Commission a writtenirrevocable consent and power of attorney on Form F-X.

 

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**EXHIBITS**

 

The following exhibits are filed as part ofthis report:

 

1.                                       RenewalAnnual Information Form for the year ended December 31, 2005

 

2.                                       AuditedConsolidated Financial Statements for the years ended December 31, 2005and 2004, together with the auditors’ report thereon dated March 13, 2006,except as to Note 24, which is as of March 30, 2006 (Note 23 to theaudited consolidated financial statements relates to differences betweenCanadian and United States Generally Accepted Accounting Principles)

 

3.                                       Management’sDiscussion and Analysis of Financial Condition and Results of Operations forthe year ended December 31, 2005

 

4.                                       Consentof Staley, Okada & Partners, Chartered Accountants

 

5.1                                 Consentof SRK Consulting (U.S.), Inc.

 

5.2                                 Consentof Landy Stinnet

 

5.3                                 Consentof Dorian L. (Dusty) Nicol

 

5.4                                 Consentof Robert Todd

 

5.5                                 Consentof Donald G. Colli

 

31.1                           Certificationof Chief Executive Officer Pursuant to Rule 13a-14(a) under theSecurities Exchange Act of 1934, as amended

 

31.2                           Certificationof Chief Financial Officer Pursuant to Rule 13a-14(a) under theSecurities Exchange Act of 1934, as amended

 

32.1                           Certificationof Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as AdoptedPursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

32.2                           Certificationof Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as AdoptedPursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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**SIGNATURES**

 

Pursuant to the requirements of the ExchangeAct, the Registrant certifies that it meets all of the requirements for filingon Form 40-F and has duly caused this annual report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

 

 
|   | QUEENSTAKE RESOURCES LTD. |                |
|--------|---------------------------|---------------------|
|   | Registrant                |
|   |                      |
|   |                      |
|   | By:                       | /s/ Dorian L. Nicol |   |
|   |                      | Name:               | Dorian L. (Dusty) Nicol |
|   |                      | Title:              | President and Chief |
|   |                      | Executive Officer   |
|   |                      |
|   |                      |
| Date:  | March 30, 2006       |                |   |
|        |                           |                     |  |  |  |  |  |

 

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