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) |
Issuers 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 registrants 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 registrants most recently completed
second fiscal quarter:
$19,517,255 as at June 30, 2011.
Indicate the number of shares outstanding of each of the registrants 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 |
2
Exhibits
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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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