Amended Annual and Transition Report (foreign Private Issuer) (20-f/a)
January 11 2018 - 7:11AM
Edgar (US Regulatory)
January 10, 2018
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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OR
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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
March
31, 2017
OR
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
_____________ to _____________.
OR
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of event requiring this shell company
report
Commission file number
0-29870
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FIRST ENERGY METALS LIMITED (formerly AGAVE SILVER CORP.)
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(Exact name of Registrant as specified
in its charter)
BRITISH COLUMBIA, CANADA
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(Jurisdiction of incorporation or organization)
#900 – 580 Hornby Street
Vancouver, British Columbia, Canada, V6C 3B6
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(Address of principal executive offices)
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Ernest Peters, President, CEO, and Director, (604) 632-9602, Suite 900-580 Hornby Street, Vancouver, British Columbia, Canada, V6C 3B6
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(Name, telephone, e-mail and/or facsimile number and address of Company contact person)
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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 each exchange on which registered
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None
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Not applicable
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Securities registered or to be registered
pursuant to Section 12(g) of the Act
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Common Shares without Par Value
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(Title of Class)
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Number
of outstanding shares of Agave’s only class of issued capital stock as at March 31, 2017:
44,517,273 C
ommon
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 ☒
If this report is an annual or transition report,
indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
Yes 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
Securities Exchange Act of 1934
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
☒
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 (§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
No
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
Large Accelerated
Filer
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Accelerated Filer
Non-Accelerated Filer ☒
Indicate by check mark which basis of
accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
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International Financial Reporting Standards
as issued by the International Accounting
Standards Board
þ
Other
¨
If other has been checked in response
to the previous question, indicate by check mark which financial statement item Registrant has elected to follow:
Item
17
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Item
18
¨
If this report is an Annual Report, indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes No ☒
Indicate by check mark whether the registrant
has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934
subsequent
to the distribution of securities under a plan confirmed by a court.
NOT
APPLICABLE
EXPLANATORY NOTE
This Amendment No. 1 on Form 20F/A
(the “Amendment No. 1”) to the annual report on Form 20F for First Energy Metals Limited (the “Company”)
for the fiscal year ended March 31, 2017 filed on August 1, 2017 (the “2017 Form 20-F”) is being filed for the following
purposes:
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1.
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To present the Company’s financial statements under Item 18, rather Item 17 of Form 20/F;
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2.
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In Exhibit 99.1, to include the Company’s former auditors’ report for the fiscal years
ended March 31, 2016 and 2015; and
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3.
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In Exhibit 99.1, to include the Company’s current auditors’ report that clearly states
that there is substantial doubt about the Company’s ability to continue as a going concern.
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PART III
item 17. FINANCIAL
STATEMENTS
Not applicable. See Item 18
item 18 FINANCIAL
STATEMENTS
The Company’s financial statements
are stated in Canadian dollars and are prepared in accordance with IFRS as issued by the IASB.
The financial statements and notes thereto as required under Item 18 are attached as Exhibit F-1 to this Annual
Report and are incorporated by reference herein. The audit report of DeVisser Gray LLP, Chartered Professional Accountants for
the year ended March 31, 2017 and the audit report of Morgan & Company LLP for the years ended March 31, 2016 and 2015, are
included therein immediately preceding the financial statements and are also incorporated by reference herein.
ITEM 19. EXHIBITS
Financial Statements:
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a.
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Auditors’ Report on the statements of financial position as at March 31, 2017 and 2016 and
the statements of operations and comprehensive loss, changes in equity (deficiency), and cash flows for years ended March 31, 2017,
2016 and 2015;
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b.
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Statements of financial position as at March 31, 2017 and 2016;
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c.
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Statements of operations and comprehensive loss for the years ended March 31, 2017, 2016 and 2015;
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d.
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Statement of changes in equity (deficiency) for the years ended March 31, 2017, 2016 and 2015;
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e.
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Statements of cash flows for the years ended March 31, 2017, 2016 and 2015;
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f.
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Notes to the financial statements;
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g.
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Shareholder Rights Plan and Articles.
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Index to Exhibits
The following exhibits are filed with
this Annual Report on Form 20-F in respect of the current year:
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Exhibit Number
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Description
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F-1
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Financial Statements for the Years Ended March 31, 2017, 2016 and 2015, and Auditors' Reports from DeVisser Gray LLP, Chartered Professional Accountants for the year ended March 31, 2017 and from Morgan & Company LLP for the years ended March 31, 2016 and 2015.
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1.1*
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Certified Copies of Transition Application and Notice of Articles and Notice of Articles - post transition
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2.1**
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2011 Stock Option Plan (10% Rolling), as approved by shareholders on June 23, 2011 and December 13, 2012
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6.1
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Calculation of earnings per share – N/A
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7.1
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Explanation of calculation of ratios – N/A
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11.1*
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Code of ethics
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11.2
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Shareholder Rights Plan Agreement dated May 24, 2011
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12.1
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Certification pursuant to Rule 13a-14(A)/15d-14(a) of Chief Executive Officer
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12.2
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Certification pursuant to Rule 13a-14(A)/15d-14(a) of Chief Financial Officer
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13.1
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Certification pursuant to 18 U.S.C. Section 1350 of Chief Executive Officer
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13.2
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Certification pursuant to 18 U.S.C. Section 1350 of Chief Financial Officer
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*These exhibits were included as exhibits to, and are incorporated herein by reference to, the Company’s Annual Report filed on Form 20-F with the Commission on September 30, 2005.
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** This exhibit was included as an exhibit to, and is incorporated herein by reference to, the Company’s Annual Report filed on Form 20-F with the Commission on September 30, 2008.
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END OF EXHIBITS