EMC Metals Corp.: Form 10-K/A - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
Amendment No. 2

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

000-54416
(Commission File Number)

EMC METALS CORP.
(Name of registrant in its charter)

British Columbia, Canada 98-1009717
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
   
1430 Greg Street, Suite 501, Sparks, Nevada 89431
(Address of principal executive offices) (Zip Code)

Issuer’s telephone number: (775) 355-9500

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under section 12(g) of the Exchange Act: Common shares without par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [   ]     No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [   ]     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 [   ]

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X]     No [   ]

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [   ]           Accelerated filer [   ]           Non-accelerated filed [   ]           Smaller reporting company [X]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [   ]     No [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:
$19,517,255 as at June 30, 2011.

Indicate the number of shares outstanding of each of the registrant’s classes of common equity, as of the latest practicable date: 150,678,713.

DOCUMENTS INCORPORATED BY REFERENCE

 None.

EXPLANATORY NOTE

This Amendment No. 2 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which was filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2012, as amended on April 30, 2012, is being filed to correct the missing conforming signature on the audit report filed with the original Form 10-K.

PART IV

Financial Statements

Description Page
Report of Independent Registered Public Accounting Firm for the years ended December 31, 2011 and 2010. F-1

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Exhibits

Exhibit No. Description of Exhibit Manner of Filing
31.1 Rule 13a-14(a)/15(d)-14(a) Certification - Principal Executive Officer Filed herewith
31.2 Rule 13a-14(a)/15(d)-14(a) Certification - Principal Financial Officer Filed herewith
32.1 Section 1350 Certification of the Principal Executive Officer Filed herewith
32.2 Section 1350 Certification of the Principal Financial Officer Filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EMC Metals Corp.

 

By:        /s/ George Putnam  
  George Putnam  
  President and Chief Executive Officer  
  (Principal Executive Officer)  
     
     
By:        /s/ Edward Dickinson  
  Edward Dickinson  
  Chief Financial Officer  
  (Principal Financial and Accounting Officer)  
     
  Date: June 5, 2012  

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 Signature Title Date
     
     
/s/ George Putnam     President, Chief Executive Officer, and Director June 5, 2012
George Putnam    
     
     
 /s/ William Harris     Chairman and Director June 5, 2012
William Harris    
     
     
/s/ Willem Duyvesteyn     Director June 5, 2012
Willem Duyvesteyn    
     
     
/s/ Barry Davies     Director June 5, 2012
Barry Davies    

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