American Bonanza Gold Corp. - Exhibit 4.63 - Filed by newsfilecorp.com







 

	 	KPMG LLP 	Telephone  (604) 691-3000 
	 	Chartered Accountants 	Fax             
       (604) 691-3031 
	 	PO Box 10426 777 Dunsmuir Street 	Internet      
      www.kpmg.ca 
	 	Vancouver BC V7Y 1K3 	 
	 	Canada 	 


INDEPENDENT AUDITORS’ REPORT OF REGISTERED
PUBLIC ACCOUNTING FIRM 

To the Shareholders of American Bonanza Gold Corp.

We have audited the accompanying consolidated financial
statements of American Bonanza Gold Corp. ("the Entity”), which comprise the
consolidated statement of financial position as at December 31, 2012, the
consolidated statements of operations and comprehensive loss, changes in equity
and cash flows for each of the years in the two year period ended December 31,
2012 , and notes, comprising a summary of significant accounting policies and
other explanatory information. 

Management’s Responsibility for the Consolidated Financial
Statements 

Management is responsible for the preparation and fair
presentation of these consolidated financial statements in accordance with
International Financial Reporting Standards as issued by the International
Accounting Standards Board, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or
error. 

Auditors’ Responsibility 

Our responsibility is to express an opinion on these
consolidated financial statements based on our audits. We conducted our audits
in accordance with Canadian generally accepted auditing standards and the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free from material misstatement. 

An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on our judgment, including the
assessment of the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error. In making those risk assessments, we
consider internal control relevant to the entity’s preparation and fair
presentation of the consolidated financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control. An
audit also includes evaluating the appropriateness of accounting policies used
and the reasonableness of accounting estimates made by management, as well as
evaluating the overall presentation of the consolidated financial statements.


We believe that the audit evidence we have obtained in our
audits is sufficient and appropriate to provide a basis for our audit opinion.


KPMG LLP is a Canadian
limited liability partnership and a member firm of the KPMG 
network of independent member firms affiliated with KPMG International
Cooperative 
(“KPMG International”), a Swiss entity.

KPMG Canada provides services to KPMG LLP. 








	 	American Bonanza Gold Corp. 
	 	Page 2 


Opinion 

In our opinion, the consolidated financial statements present
fairly, in all material respects, the consolidated financial position of
American Bonanza Gold Corp. as at December 31, 2012, and its consolidated
financial performance and its consolidated cash flows for each of the years in
the two year period ended December 31, 2012 in accordance with International
Financial Reporting Standards as issued by the International Accounting
Standards Board. 

Emphasis of Matter

Without modifying our opinion, we draw attention to note 1 in
the consolidated financial statements which indicates that the Entity continues
to incur losses and currently requires additional financing to carry-out its
near-term operating plans and to meet its obligations as it transitions from the
commissioning stage to commercial production at its Copperstone project. These
conditions, along with other matters as set forth in note 1 in the consolidated
financial statements, indicate the existence of a material uncertainty that cast
significant doubt about the Entity’s ability to continue as a going concern.

 

Chartered Accountants 

March 27, 2013 
Vancouver, Canada