Amended Annual Report (foreign Private Issuer) (40-f/a)
27 Mayo 2014 - 7:02AM
Edgar (US Regulatory)
U.S. SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 40-F
(Amendment No. 1)
(Check One)
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¨
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Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
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or
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x
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Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
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For the fiscal year ended
October 31, 2013
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Commission file number:
001-35100
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QUEST RARE MINERALS LTD.
MINÉRAUX RARES QUEST LTÉE
(Exact name of registrant as specified in its charter)
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Canada
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1000
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N/A
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(Province or other jurisdiction
of incorporation or organization)
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(Primary
Standard
Industrial
Classification
Code Number
(if
applicable))
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(I.R.S. Employer
Identification Number)
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1155 University Street, Suite 906
Montreal, Québec, Canada H3B 3A7
(514) 878-3551
(Address and Telephone Number of Registrants Principal
Executive Offices)
Torys LLP
1114 Avenue of the Americas
New York, New York 10036
Attention: Andrew J. Beck
(212) 880-6000
(Name, Address (Including Zip Code) and Telephone Number
(Including Area Code) of Agent For Service in the United States)
Securities registered or to be registered pursuant to
Section 12(b) of the Act.
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Title Of Each Class
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Name Of Exchange On Which Registered
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Common Shares
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NYSE MKT LLC
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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
For annual reports, indicate by check mark the information filed with this Form:
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x
Annual Information Form
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x
Audited Annual Financial Statements
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Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close
of the period covered by the annual report:
67,237,044.
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
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Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Yes
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No
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EXPLANATORY NOTE
In accordance with General Instruction B.(1) of Form 40-F, Quest Rare Minerals Ltd. (the
Corporation
or
Registrant
) hereby incorporates by reference Exhibits 99.3,
99.9 to 99.11, 99.13 and 99.14 as set forth in the Exhibit Index attached to this Amendment No. 1 to the Annual Report on Form 40-F.
The
Corporation prepared and filed an amended and restated annual information form for the fiscal year ended October 31, 2013, attached hereto as Exhibit 99.3, solely in order to update the technical information relating to its Strange Lake Rare
Earth Project and to include recent developments subsequent to the fiscal year ended October 31, 2013. The technical information on the Strange Lake Rare Earth Project was updated following the receipt of a technical report entitled NI
43-101 Technical Report on the Preliminary Economic Assessment (PEA) for the Strange Lake Property Québec, Canada dated April 9, 2014.
In accordance with General Instruction D.(9) of Form 40-F, the Corporation has filed written consents of certain experts named in Exhibit 99.3 as Exhibits 99.9 to 99.11, 99.13 and 99.14.
SIGNATURES
Pursuant to the requirements of the United States Securities Exchange Act of 1934, as amended, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused
this Amendment No. 1 to the Annual Report on Form 40-F to be signed on its behalf by the undersigned, thereto duly authorized.
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QUEST RARE MINERALS LTD.
MINÉRAUX RARES QUEST LTÉE
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By:
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(s) Peter J. Cashin
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Name: Peter J. Cashin
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Title: President and Chief Executive Officer
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Date: May 27, 2014
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EXHIBIT INDEX
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Exhibit
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Description
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Annual Information
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99.3
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Amended and restated annual information form for the year ended October 31, 2013 dated May 22, 2014.
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Consents
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99.9
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Consent of William J. Lewis
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99.10
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Consent of Richard Gowans
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99.11
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Consent of Rimant (Ray) V. Zalnieriunas
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99.13
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Consent of Sam Shoemaker Jr.
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99.14
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Consent of Jane Spooner
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