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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 40-F
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
 or
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended: December 31, 2006
 001-32461
(Commission file number)
 PERU COPPER INC.
 (Exact name of Registrant as specified in its charter)
 Canada
    
    1000
    
    None(Province or other jurisdiction of
    
    (Primary Standard Industrial
    
    (I.R.S. Employerincorporation or organization)
    
    Classification Code Number)
    
    Identification No.)625 Howe Street, Suite 1050
    
    
    
    CT CorporationVancouver, BC
    
    
    
    111 Eighth AvenueCanada V6C 2T6
    
    
    
    New York, NY 10011(604) 689-0234
    
    
    
    (212) 590-9330(Address and telephone number of
    
    
    
    (Name, address and telephone number ofRegistrants principal executive office)
    
    
    
    agent for service in the United States)
 Securities registered or to be registered pursuant to Section 12(b) of the Act:
 Title of class
    
    Name of Exchange on which registeredCommon Shares
    
    American Stock Exchange
 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
  þ þ
  As at December 31, 2006, 119,208,624 Common Shares without par value were outstanding.
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  þ o




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TABLE OF CONTENTS  CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSDISCLOSURE CONTROLS AND PROCEDURESMANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGCHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTINGAUDIT COMMITTEE FINANCIAL EXPERTCODE OF ETHICSPRINCIPAL ACCOUNTANT FEES AND SERVICESOFF-BALANCE SHEET ARRANGEMENTSCONTRACTUAL OBLIGATIONSIDENTIFICATION OF THE AUDIT COMMITTEEUNDERTAKING AND CONSENT TO SERVICE OF PROCESSSIGNATUREEXHIBITSRenewal AIF for the year ended December 31, 2006Consolidated Financial StatementsM,D & ASection 302 C.E.O. CertificationSection 302 C.F.O. CertificationSection 906 C.E.O. CertificationSection 906 C.F.O. CertificationConsent of PricewaterhouseCoopers LLP 
 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
  
    
    strategies, outlook and growth prospects;
    
    future plans and potential for future growth;
    
    liquidity, capital resources and capital expenditures;
    
    growth in demand for our products;
    
    economic outlook and industry trends;
    
    developments of our markets;
    
    the impact of regulatory initiatives; and
    
    the strength of our competitors.




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PRINCIPAL DOCUMENTS
  A. RENEWAL ANNUAL INFORMATION FORM
  B. AUDITED ANNUAL FINANCIAL STATEMENTS
  C. MANAGEMENTS DISCUSSION AND ANALYSIS
  
 DISCLOSURE CONTROLS AND PROCEDURES
  
 MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
   
 CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
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AUDIT COMMITTEE FINANCIAL EXPERT
 American Stock Exchange Company Guide
 
 CODE OF ETHICS
  
 PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Amount Paid or IncurredType of Fees
    
    $
    
    Percentage of Services %Audit fees
    
    
    130,622
    
    
    
    47Audit-related fees
    
    
    15,021
    
    
    
    6Tax fees
    
    
    12,240
    
    
    
    4All other fees
    
    
    119,500
    
    
    
    43Total fees
    
    
    277,383
    
    
    
    100
    %
  Amount Paid or IncurredType of Fees
    
    $
    
    Percentage of Services %Audit fees
    
    
    182,652
    
    
    
    95Audit-related fees
    
    
    3,963
    
    
    
    2Tax fees
    
    
    6,352
    
    
    
    3All other fees
    
    
    
    
    
    
    Total fees
    
    
    192,967
    
    
    
    100
    %
  Audit- related fees
    
    -
    
    Fees billed for assurance and related
services that are reasonably related to the
performance of the audit or review of the
Companys financial statements in each fiscal
year reported on and that are not reported as
audit fees.
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Tax fees
    
    -
    
    Fees billed for tax
compliance, tax advice, and
tax planning services in each
fiscal year reported on.All other fees
    
    -
    
    Fees billed for products and
services provided by the
principal accountant other
than services reported under
the three categories above in
each fiscal year reported on.
 Pre-Approval Policies and Procedures
  
 OFF-BALANCE SHEET ARRANGEMENTS
  
 CONTRACTUAL OBLIGATIONS
 Table of Contractual Obligations
  Payment due by period2008 to
    
    2010 to
    
    2012 andTotal
    
    2007
    
    2009
    
    2011
    
    ThereafterContractual Obligations
    
    $
    
    $
    
    $
    
    $
    
    $Purchase obligations
    
    
    19.1
    (1)
    
    
    6.1
    
    
    
    9.1
    
    
    
    3.9
    
    
    
    Operating Lease
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Toromocho Agreement:Required spending
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercise of option
    
    
    30
    
    
    
    
    
    
    
    30
    
    
    
    
    
    
    
    Total
    
    
    49.1
    
    
    
    6.1
    
    
    
    39.1
    
    
    
    3.9
    
    
    
    
 
 (1)
    
    Of this amount, $13.1 million became a contractual commitment in January 2007, upon the
fulfillment of certain conditions pursuant to the Companys agreement with Austria Duvaz. Of the
$13.1 million, $3.5 million is due and payable in 2007, $5.7 million is due and payable in the 2008
to 2009 period and $3.9 million is due and payable in the 2010 to 2011 period.   3




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IDENTIFICATION OF THE AUDIT COMMITTEE
  
 UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
 A. Undertaking
  B. Consent to Service of Process
 Peru Copper has previously filed a Form F-X with the SEC on March 28, 2006.
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SIGNATURE
  Date: March 30, 2007PERU COPPER INC./s/ Gerald WolfeGerald WolfePresident, Chief Executive Officer and Director
 
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EXHIBITS
 Exhibits
    
    Description99.1
    
    Renewal Annual Information Form for the year ended December 31, 200699.2
    
    Consolidated Financial Statements for the year ended December 31, 200699.3
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations for the year ended December 31, 200699.4
    
    Certification of Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 200299.5
    
    Certification of Chief Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 200299.6
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.7
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.8
    
    Consent of PricewaterhouseCoopers LLP