Notice of Termination of a Foreign Private Issuer's Registration of a Class of Securities Under Section 12(g) (15f-12g)
17 Janeiro 2019 - 6:58PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15F
CERTIFICATION
OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF
A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR ITS
TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION
13(a)
OR
SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission
File Number:
000-51411
EMGOLD MINING CORPORATION
(Exact
name of registrant as specified in its charter)
Suite 1010 – 789 West Pender Street
Vancouver, British Columbia V6H 1H2
(604) 639-0909
(Address,
including zip code, and telephone number, including area
code,
of
registrant’s principal executive offices)
Common Shares without par value
(Title
of each class of securities covered by this Form)
Please
place an X in the appropriate box(es) to indicate the provision(s)
relied upon to terminate the duty to file reports under the
Securities Exchange Act of 1934:
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Rule
12h-6(a)
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☒
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Rule
12h-6(d)
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☐
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(for equity
securities)
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(for successor
registrants)
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Rule
12h-6(c)
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☐
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Rule
12h-6(i)
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☐
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(for debt
securities)
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(for prior Form 15
filers)
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PART I
Item 1. Exchange Act Reporting History
A.
Emgold Mining
Corporation (the “Company”) first incurred the duty to
file reports under Section 13(a) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), on August 30,
2005, which was sixty days after the initial filing of the
Company’s registration statement on Form 20-F.
B.
The Company has
filed or submitted all reports required under Section 13(a) of the
Exchange Act and corresponding Commission rules for the 12 months
preceding the filing of this Form 15F, and the Company has filed at
least one annual report under Section 13(a).
Item 2. Recent United States Market Activity
The
Company has not sold any securities in the United States in a
registered offering under the Securities Act of 1933, as
amended.
Item 3. Foreign Listing and Primary Trading Market
A.
The common shares
of the Company (the “Common Shares”) are listed on the
TSX Venture Exchange (the “TSXV”), located in Canada,
which constitutes the primary trading market for the Common
Shares.
B.
The date of initial
listing on the TSXV of the Common Shares was August 31, 1989. The
Company has maintained the listing of the Common Shares on the TSXV
for at least 12 months prior to the filing of this Form
15F.
C.
During the 12-month
period beginning on
December 27, 2017
and ended December 26, 2018, 92.1% of
trading in the Common
Shares occurred on the TSXV.
Item 4. Comparative Trading Volume Data
Not
applicable.
Item 5. Alternative Record Holder Information
As of
November 30, 2018, the class of Common Shares was held on a
worldwide basis by a total of 293 record holders who are residents
of the United States.
Item 6. Debt Securities
Not
applicable.
Item 7. Notice Requirement
A.
Pursuant to Rule
12h-6(h), on December 31, 2018 the Company disclosed its intent to
terminate the registration of the Common Shares under Section 12(g)
of the Exchange Act and the Company’s corresponding reporting
obligations under Section 13(a) of the Exchange Act.
B.
The Company
disseminated the notice in the United States by means of a news
release (the “News Release”) disseminated via
TheNewswire news distribution service. A copy of the News Release
is attached as Exhibit 99 to this Form 15F.
Item 8. Prior Form 15 Filers
Not
applicable.
PART II
Item 9. Rule 12g3-2(b) Exemption
All
information required to be published pursuant to Rule
12g3-2(b)(1)(iii) will be available at www.sedar.com.
PART III
Item 10. Exhibits
Item 11. Undertakings
The
undersigned issuer hereby undertakes to withdraw this Form 15F if,
at any time before the effectiveness of its termination of
reporting under Rule 12h-6, it has actual knowledge of information
that causes it reasonably to believe that, at the time of filing
the Form 15F:
1.
The average daily
trading volume of its subject class of securities in the United
States exceeded 5 percent of the average daily trading volume of
that class of securities on a worldwide basis for the same recent
12-month period that the issuer used for purposes of Rule
12h-6(a)(4)(i);
2.
Its subject class
of securities was held of record by 300 or more United States
residents or 300 or more persons worldwide, if proceeding under
Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or
3.
It otherwise did
not qualify for termination of its Exchange Act reporting
obligations under Rule 12h-6.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, Emgold
Mining Corporation has duly authorized the undersigned person to
sign on its behalf this certification on Form 15F. In so doing,
Emgold Mining Corporation certifies that, as represented on this
Form, it has complied with all of the conditions set forth in Rule
12h-6 for terminating its registration under Section 12(g) of the
Exchange Act, or its duty to file reports under Section 13(a) or
Section 15(d) of the Exchange Act, or both.
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Date: January 17,
2019
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By:
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/s/
David
Watkinson
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David
Watkinson
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President and Chief
Executive Officer
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