SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
¨ | Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 |
or
x | Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended August 31, 2013 Commission File Number 001-35001
Avalon Rare Metals Inc.
(Exact name of registrant as specified in its charter)
Canada | 1040 | Not Applicable |
(Province or Other Jurisdiction of Incorporation or Organization | (Primary Standard Industrial Classification Code) | (I.R.S. Employer Identification No.) |
130 Adelaide Street West
Suite #1901
Toronto, ON M5H 3P5
(416) 364-4938
(Address and telephone number of registrant’s principal executive offices)
DL Services, Inc.
Columbia Center
701 Fifth Avenue, Suite 6100
Seattle, WA 98104-7043
(206) 903-8800
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United
States)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class: | Name of Each Exchange On Which Registered: |
Common Shares | NYSE MKT LLC |
Securities 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
For annual reports, indicate by check mark the information filed with this form:
x | Annual Information Form | x | Audited Annual Financial Statements |
Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the annual report:103,796,986
Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the filing number assigned to the Registrant in connection with such Rule. ¨ Yes x No
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. x Yes ¨ No
DOCUMENTS INCORPORATED BY REFERENCE
The annual information form (“AIF”) of Avalon Rare Metals Inc. (the “Registrant” or the “Company”) for the fiscal year ended August 31, 2013 and dated as of November 28, 2013 is incorporated herein by reference and as an exhibit to the Registration Statement on Form F-10 of the Company (File No. 333-190771), as amended or supplemented (the “Registration Statement”).
The audited consolidated financial statements of the Company for the years ended August 31, 2013 and 2012 including the report of the auditors with respect thereto, are incorporated herein by reference and as an exhibit to the Registration Statement.
The Company’s management’s discussion and analysis (“MD&A”) for the year ended August 31, 2013 is incorporated herein by reference and as an exhibit to the Registration Statement.
EXPLANATORY NOTE
The Company is a Canadian issuer eligible to file its Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 40-F and the exhibits attached hereto contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation, which may not be based on historical fact. Readers can identify many of these statements by looking for words such as “believe”, “expects”, “will”, “intends”, “projects”, “anticipates”, “estimates”, “continues” or similar words or the negative thereof. Statements that are not based on historical fact contained in Annual Report, including through documents incorporated by reference, are forward-looking statements that involve risks and uncertainties that could cause actual events or results to differ materially from estimated or anticipated events or results reflected in the forward-looking statements. Such forward-looking statements reflect our current view with respect to future events and include, among other things, statements regarding targets, estimates and/or assumptions in respect of reserves and/or resources, and are based on estimates and/or assumptions related to future economic, market and other conditions that, while considered reasonable by us, are inherently subject to risks and uncertainties, including significant business, economic, competitive, political and social uncertainties and contingencies. These estimates and/or assumptions include, but are not limited to:
· | grade of ore; |
· | rare earth and by-product commodity prices; |
· | metallurgical recoveries; |
· | operating costs; |
· | achievement of current timetables for development; |
· | strength of the global economy; |
· | availability of additional capital; and |
· | availability of supplies, equipment and labour |
Factors that could cause our actual results, performance, achievements, developments or events to differ materially from those expressed or implied by forward-looking statements include, among others, the factors described or referred to under “Description of the Business - Risk Factors” herein and the following:
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· | risks related to our history of losses, lack of operating history and ability to generate material revenues; |
· | risks related to establishing new mining operations in the event that we elect to proceed with the development of one of our mineral projects; |
· | risks related to our need for additional financing; |
· | risks related to any joint venture or strategic alliances that may be entered into by us; |
· | risks related to securing product off-take agreements on a timely basis; |
· | risks related to the unique ore type at the Nechalacho Rare Earth Elements Project (the “Nechalacho Project”) for which known metallurgical processes have not previously been applied; |
· | uncertainty related to title to the Company’s properties as well as the risk of delays in obtaining licenses and permits as a result of local opposition, including uncertainty related to any challenges in connection with aboriginal land title claims and aboriginal rights in the Northwest Territories; |
· | risks related to the possible existence of rights and interests of aboriginal groups, which may limit our ability to develop our properties; |
· | risks related to the need to acquire properties for the hydrometallurgical plant and rare earth refinery for the Nechalacho Project; |
· | risks that actual capital costs, production schedules and economic returns for the Nechalacho Project may differ significantly from those anticipated by us; |
· | risks related to the demand for rare earth minerals and fluctuations in mineral prices; |
· | risks related to competition and the actions of competitors; |
· | uncertainties relating to the fact that our mineral resources and minerals reserves are only estimates; |
· | risks related to possible shortages of supplies, equipment and labour; |
· | risks related to obtaining, maintaining and renewing licenses and permits, and the material costs, liabilities and obligations in connection therewith; |
· | risks that we will be subject to material costs, liabilities and obligations in connection with environmental laws, regulations and approvals and that approvals will not be available; |
· | risks related to the extensive federal, state, provincial, territorial and local laws and regulations to which our activities are subject; |
· | uncertainties involving uninsured risks; |
· | risks related to our ability to attract and retain qualified management and technical personnel; |
· | uncertainty whether we will acquire commercially mineable ore deposits or whether the current mineral deposits identified by us can be developed as commercially viable ore bodies; |
· | risks related to the availability and reliability of adequate infrastructure; |
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· | risks and hazards inherent to the mining industry; |
· | risks related to any changes in critical accounting estimates that adversely affect our financial results; |
· | risks related to potential conflicts of interest of our directors and officers who may have involvement with other resource companies; |
· | risks related to our “passive foreign investment company” status under United States law; and |
· | risks related to fluctuations of currency exchange rates. |
Most of the foregoing factors are beyond our ability to control or predict. Although we have attempted to identify important factors that could cause actual results, performance achievements, developments or events to differ materially from those described in forward-looking statements, there may be other factors that cause actual results, performance achievements, developments or events not to be as anticipated, estimated or intended. There can be no assurance that the estimates and/or assumptions upon which these forward-looking statements are based will occur. The forward-looking statements contained herein, in the accompanying prospectus and in the documents incorporated by reference herein and therein are qualified in their entirety by this cautionary statement. Readers should not place undue reliance on the forward-looking statements, which reflect management’s plans, estimates, projections and views only as of the date the statements are made. The forward-looking statements contained herein are presented for the purpose of assisting investors in understanding our expected financial and operating performance and our plans and objectives in making an investment decision and may not be appropriate for other purposes.
The forward-looking statements contained herein are made as of the date of this Annual Report and are expressly qualified in their entirety by this cautionary statement. Readers should not place undue reliance on the forward-looking statements, which reflect management’s plans, estimates, projections and views only as of the date hereof. Actual results may differ materially from those anticipated. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances, except as required by applicable law. Readers are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein.
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES
The Company is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this Annual Report in accordance with Canadian disclosure requirements, which are different from those of the United States.
RESOURCE AND RESERVE ESTIMATES
The terms “Mineral Reserve”, “Indicated Mineral Reserve” and “Probable Mineral Reserve” are Canadian mining terms as defined in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”). CIM Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as may be amended from time to time by the CIM. The definitions of proven and probable reserves used in NI 43-101 differ from the definitions in the United States Securities and Exchange Commission (“SEC”) Industry Guide 7 under the United States Securities Act if 1933, as amended. Under SEC Guide 7 standards, a “Final” or “Bankable” feasibility study is required to report reserves, the three year history average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.
In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and normally are not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases.
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Accordingly, information contained in this report and the documents incorporated by reference herein containing descriptions of our mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
CURRENCY
Unless otherwise indicated, all dollar amounts in this Annual Report on Form 40-F are in Canadian dollars. The exchange rate of Canadian dollars into United States dollars, on August 30, 2013, based upon the noon buying rate payable in Canadian dollars as certified for customs purposes by the Bank of Canada, was U.S.$1.00 = CDN$1.0553.
TAX MATTERS
Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this Annual Report on Form 40-F.
DISCLOSURE CONTROLS AND PROCEDURES
At the end of the period covered by this report, an evaluation was carried out under the supervision of and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act). Based on that evaluation the CEO and the CFO have concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were adequately designed and effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND
ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process designed by or under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer and effected by the Company’s Board of Directors (the “Board”), management or other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. This process includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Management conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of August 31, 2013, based on the criteria set forth inInternal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of August 31, 2013 and no material weaknesses were discovered.
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The Company’s management, including the CEO and CFO, does not expect that its disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
As this report is required for U.S. reporting purposes, the Company is a “foreign private issuer” as defined in Rule 3b-4 of the Exchange Act, and the Company is an “accelerated filer”, the Company is required to provide an auditor’s attestation report on internal control over financial reporting. The Company’s auditor has attested to internal controls over financial reporting for the year ended August 31, 2013. The auditor’s attestation is filed asExhibit 99.2 and is incorporated by reference in this annual report on Form 40-F.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
During the period covered by this Annual Report on Form 40-F, no changes occurred in the Registrant’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
AUDIT COMMITTEE FINANCIAL EXPERT
The information provided under the heading “Audit Committee and Related Information” contained in the Company’s AIF is incorporated by reference herein. In the opinion of the Board, all members of the Audit Committee are independent (as determined under Rule 10A-3 of the Exchange Act and the rules of the NYSE MKT LLC) and are financially literate. The Board has determined that Brian D. MacEachen is the audit committee financial expert, in that he has an understanding of generally accepted accounting principles and financial statements; is able to assess the general application of accounting principles in connection with the accounting for estimates, accruals and reserves; has experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues comparable to the breadth and level of complexity of issues that can reasonably be expected to be raised by the Company’s financial statements; has an understanding of internal controls and procedures for financial reporting; and has an understanding of audit committee functions.
CODE OF ETHICS
The Board has adopted a written Code of Business Conduct and Ethics (the “Code”) by which it and all employees of the Company are required to abide. In addition, the Board encourages a culture of ethical business conduct and believes the Company’s high caliber management team promotes a culture of ethical business conduct throughout the Company’s operations, and management is expected to monitor the activities of the Company’s employees, consultants and agents in that regard. The Code requires that employees report any observed breach of the Code to the Company’s CEO.
It is a requirement of applicable corporate law that directors and officers who have an interest in a material transaction or material agreement with the Company disclose that interest and, in the case of directors, abstain from voting in respect of same. These requirements are also contained in the Company’s by-law, which is made available to the directors and officers of the Company.
All amendments to the Code, and all waivers of the Code with respect to any of the employees covered by it, will be posted on the Company’s website, submitted on Form 6-K and provided in print to any shareholder who requests them. A copy of the Code is located on the Company’s website at www.avalonraremetals.com.
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PRINCIPAL ACCOUNTING FEES AND SERVICES – INDEPENDENT AUDITORS
The information provided under the heading “External Auditor Service Fees” contained in the Company’s AIF is incorporated by reference herein. McCarney Greenwood LLP acted as the Company’s independent auditor for the fiscal years ended August 31, 2013 and 2012.
PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY INDEPENDENT AUDITORS
The information provided under the heading “Pre-Approval Policies and Procedures” and “External Auditor Service Fees” contained in the Company’s AIF is incorporated by reference herein. All of the services in respect of the Company’s external auditor service fees as disclosed in the Company’s AIF were pre-approved by the Company’s Audit Committee.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements.
CONTRACTUAL OBLIGATIONS
The following table lists as of August 31, 2013 information with respect to the Company’s known contractual obligations.
Contractual Obligations | Total | Less than 1 Year | 1 to 3 Years | 3 to 5 Years | More than 5 Years | |||||||||||||||
Accounts Payable | 2,642,031 | 2,642,031 | - | - | - | |||||||||||||||
Long Term Debt Obligations | - | - | - | - | - | |||||||||||||||
Capital Lease Obligations | - | - | - | - | - | |||||||||||||||
Operating Lease Obligations | 1,107,542 | 357,172 | 650,749 | 99,621 | - | |||||||||||||||
Purchase Obligations | - | - | - | - | - | |||||||||||||||
Other Long-Term Liabilities | - | - | - | - | - | |||||||||||||||
Total | 3,749,573 | 2,999,203 | 650,749 | 99,621 | - |
AUDIT COMMITTEE
The information provided under the heading “Audit Committee and Related Information” contained in the Company’s AIF is incorporated by reference herein. The Board has a separately designated standing Audit Committee established in accordance with Rule 10A-3 under the Exchange Act and the rules of the NYSE Amex. In the opinion of the Board, all members of the Audit Committee are independent (as determined under Rule 10A-3 of the Exchange Act and the rules of the NYSE Amex) and are financially literate.
The members of the Audit Committee do not have fixed terms and are appointed and replaced from time to time by resolution of the Board. The Audit Committee meets with the CEO and CFO and the Company’s independent auditors to review and inquire into matters affecting financial reporting, the system of internal accounting and financial controls, as well as audit procedures and audit plans. The Audit Committee also recommends to the Board the auditors to be appointed. In addition, the Audit Committee reviews and recommends to the Board for approval of the annual financial statements, and the related management’s discussion and analysis, and undertakes other activities required by regulatory authorities.
Audit Committee Charter
The Company’s Audit Committee charter is available on the Company’s website at www.avalonraremetals.com or in print to any shareholder who provides the Company with a written request to the Chief Financial Officer, 130 Adelaide Street West, Suite 1901, Toronto, Ontario, M5H 3P5, Canada. A copy of the Audit Committee charter is also attached as Appendix A to the Company’s AIF.
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NYSE MKT CORPORATE GOVERNANCE
The Company’s common shares are listed on NYSE MKT LLC (“NYSE MKT”). Section 110 of the NYSE MKT Company Guide permits NYSE MKT to consider the laws, customs and practices of foreign issuers, and to grant exemptions from NYSE MKT listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Company’s governance practices differ from those followed by domestic companies pursuant to NYSE MKT standards is as follows:
Shareholder Meeting Quorum Requirement: NYSE MKT minimum quorum requirement for a shareholder meeting is one-third of the outstanding shares of common stock. In addition, a company listed on is required to state its quorum requirement in its bylaw. The Company’s quorum requirement is set forth in its by-law, which provides that a quorum for the transaction of business at any meeting of shareholders shall be two persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxy or proxyholder for an absent shareholder so entitled, holding or representing in the aggregate not less than 25% of the issued and outstanding shares of the Company carrying voting rights at the meeting of shareholders.
Proxy Delivery Requirement: NYSE MKT requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies be solicited pursuant to a proxy statement that conforms to SEC proxy rules. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act, and the equity securities of the Company are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act. The Company solicits proxies in accordance with applicable rules and regulations in Canada.
Shareholder Approval Requirements: NYSE MKT requires a listed company to obtain the approval of its shareholders for certain types of securities issuances, including private placements that may result in the issuance of common shares (or securities convertible into common shares) equal to 20% or more of presently outstanding shares for less than the greater of book or market value of the shares. In general, the rules of the Toronto Stock Exchange are similar, but there are some differences including the threshold for shareholder approval set at 25% of outstanding shares. The Company will seek a waiver from NYSE Amex’s shareholder approval requirements in circumstances where the securities issuance does not trigger such a requirement under the rules of the Toronto Stock Exchange.
The foregoing are consistent with the laws in Canada.
The Company has elected not to adopt Section 805(c) of the NYSE MKT Company Guide applicable to charters and independence of Compensation Committees of U.S. domestic issuers. As a foreign private issuer, the Company is not required to comply with these rules.
In addition, the Company may from time-to-time seek relief from NYSE MKT corporate governance requirements on specific transactions under Section 110 of the NYSE MKT Company Guide by providing written certification from independent local counsel that the non-complying practice is not prohibited by our home country law, in which case, we shall make the disclosure of such transactions available on our website at www.avalonraremetals.com. Information contained on our website is not part of this Annual Report.
NOTICES PURSUANT TO REGULATION BTR
There were no notices required by Rule 104 of Regulation BTR that the Registrant sent during the year ended August 31, 2013 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.
MINE SAFETY DISCLOSURE
Not applicable.
UNDERTAKING
The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an Annual Report on Form 40-F arises; or transactions in said securities.
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CONSENT TO SERVICE OF PROCESS
The Registrant filed an Appointment of Agent for Service of Process and Undertaking on Form F-X with respect to the class of securities in relation to which the obligation to file the Form 40-F arises.
Any change to the name or address of the agent for service of process of the Registrant shall be communicated promptly to the SEC by an amendment to the Form F-X referencing the file number of the Registrant.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
AVALON RARE METALS INC. | ||
By: | /s/ R. James Andersen | |
R. James Andersen | ||
Vice President, Finance and Chief Financial Officer |
Date: November 29, 2013
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EXHIBIT INDEX
The following documents are being filed with the Commission as exhibits to this annual report on Form 40-F.
Exhibit | Description | |
99.1 | Annual Information Form | |
99.2 | Audited Consolidated Financial Statements for the years ended August 31, 2013, and 2012, including the report of the auditors with respect thereto | |
99.3 | Management’s Discussion and Analysis for the year ended August 31, 2013 | |
99.4 | Certification of Chief Executive Officer as Required by Rule 13a-14(a) under the Exchange Act | |
99.5 | Certification of Chief Financial Officer as Required by Rule 13a-14(a) under the Exchange Act | |
99.6 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
99.7 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
99.8 | Consent of McCarney Greenwood LLP | |
99.9 | Consent of Roscoe Postle Associates Inc. | |
99.10 | Consent of Tudorel Ciuculescu | |
99.11 | Consent of Dr. William Mercer | |
99.12 | Consent of Donald Bubar | |
99.13 | Consent of Benjamin Webb | |
99.14 | Consent of Acme Analytical Laboratories Ltd. | |
99.15 | Consent of ALS Laboratory Group | |
99.16 | Consent of David Marsh | |
99.17 | Consent of Micon International Limited | |
99.18 | Consent of SNC-Lavalin Inc. | |
99.19 | Consent of Kevin Hawton | |
99.20 | Consent of Knight Piesold Limited | |
99.21 | Consent of Bernard Foo | |
99.22 | Consent of Richard Gowans | |
99.23 | Consent of Christopher Jacobs | |
99.24 | Consent of Jane Spooner |
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