UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM
S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
CANYON COPPER CORP.
(Exact
name of Registrant as specified in its charter)
BRITISH COLUMBIA
(State or other jurisdiction
of incorporation or organization)
1000
(Primary Standard Industrial
Classification Code Number)
88-0452792
(I.R.S. Employer Identification
Number)
Suite 408, 1199 West Pender Street
Vancouver, BC V6E 2R1
Tel:
(604) 331-9326
(Address, including zip code, and
telephone number, including area code, of Registrants principal executive
offices)
CAMLEX MANAGEMENT (NEVADA) INC.
8275 S. Eastern
Avenue, Suite 200, Las Vegas, NV 89123
Tel: (702)
990-8405
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
NORTHWEST LAW GROUP
Suite 704, 595
Howe Street, Vancouver, BC V6C 2T5
Tel: (604) 687-5792
Not Applicable.
Termination of Registration
Statement and Deregistration of Related Securities.
(Approximate date
of commencement of proposed sale to the public)
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box: [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
(Do not check if a smaller reporting
company)
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Smaller reporting company [ X ]
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DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 2 relates to the Registration
Statement on Form S-1, as amended, which was originally filed on August 15, 2011
(File No. 333-176303) (the Registration Statement) to register the resale of
9,897,554 shares of common stock, $0.00001 par value per share, (the Common
Stock) of Canyon Copper Corp. (the Registrant), including up to 3,234,260
shares of Common Stock issuable upon exercise of share purchase warrants (the
Warrants), 129,844 shares of Common Stock issuable upon exercise of an option
(the Agents Option) issued by the Registrant, and 64,922 shares issuable upon
exercise of warrants (the Agents Warrants) underlying the Agents Option.
On October 25, 2012, the Registrant filed a Post-Effective
Amendment No. 1 to the Registration Statement pursuant to the undertakings of
Item 17 of the Registration Statement to update and supplement the information
contained in the Registration Statement as required by Section 10(a)(3) of the
Securities Act of 1933. The Post-Effective Amendment No.1 covered the resale of
only 8,633,429 shares of Common Stock because certain of the selling security
holders named in the original Registration Statement sold 1,264,125 shares of
Common Stock.
Subsequent to the filing of the Post-Effective Amendment No. 1
to the Registration Statement, all of the Warrants, the Agents Option and the
Agents Warrants have expired.
The Registrant seeks to deregister all shares of Common Stock
that remain unsold under the Registration Statement because the Registrant
intends to deregister the Common Stock under the Securities Exchange Act of
1934, as amended. Consequently, in accordance with an undertaking made by the
Registrant in the Registration Statement to remove from registration, by means
of a post-effective amendment, any of the securities that remain unsold at the
termination of the offering, the Registrant hereby removes from registration the
securities of the Registrant that are registered but unsold under the
Registration Statement.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this post-effective amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Vancouver, Province of British Columbia, Canada, on
June 6, 2013.
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CANYON COPPER CORP.
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By:
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/s/
Benjamin Ainsworth
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BENJAMIN AINSWORTH
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Chief Executive Officer, President and
Secretary
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Director
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(Principal Executive Officer)
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Date: June 6, 2013
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By:
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/s/
Kurt Bordian
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KURT BORDIAN
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Chief Financial Officer and Treasurer
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(Principal Financial Officer and Principal
Accounting
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Officer)
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Date: June 6, 2013
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Pursuant to the requirements of the Securities Act of 1933,
this post-effective amendment to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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Chief Executive Officer, President,
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/s/ Benjamin
Ainsworth
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Secretary and Director
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June
6, 2013
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BENJAMIN AINSWORTH
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(Principal Executive Officer)
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Chief Financial Officer and Treasurer
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/s/ Kurt
Bordian
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(Principal Financial Officer and Principal
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June
6, 2013
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KURT BORDIAN
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Accounting Officer)
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/s/ John
Kerr
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June
6, 2013
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JOHN KERR
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Director
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/s/ James E.
Yates
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June
6, 2013
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JAMES E. YATES
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Director
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