---

U.S.SECURITIES AND
EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/A

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________to
_______________

000-54416(Commission File Number)

EMC METALS CORP.(Name of
registrant in its charter)

|British Columbia, Canada                    | Not Applicable     
|------------------------------------------- | -------------------
|(State or other jurisdiction                | (IRS Employer      
|of incorporation or organization)           | Identification No.)
|                                            |                    
|1430 Greg Street, Suite 501, Sparks, Nevada | 89431              
|(Address of principal executive offices)    | (Zip Code)         

Issuers telephone number: (775) 355-9500

Securities registered under Section 12(b) of the Exchange Act:
None

Securities registered under section 12(g) of the Exchange Act:
Common 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
[X]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. 
Yes [ ] No [X]

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 [ ]

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 during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). 
Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers in
response to Item 405 of Regulation S-B is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in part III of this Form 10-K
or any amendment to this Form 10-K. 
[X]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. 
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filed [ ] Smaller reporting company [X]

---

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). 
Yes [ ] No [X]

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such common
equity, as of the last business day of the registrants most recently completed
second fiscal quarter: $19,517,255 as at June 30, 2011.

Indicate the number of shares outstanding of each of the
registrants classes of common equity, as of the latest practicable date:
150,678,713.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

This Amendment to the Annual Report on Form 10-K for the fiscal
year ended December 31, 2011, which was filed with the Securities and Exchange
Commission on February 14, 2012, is being filed to include information for Part
III, Items 10 through 14.

The Company did not file with the Securities and Exchange
Commission our Definitive Proxy Statement on Schedule 14A deemed incorporated
into our Annual Report on Form 10-K, on or before the deadline for incorporation
of such documents into the Companys Form 10-K for the year ended December 31,
2011.

2

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PART III

All references to $ are references to United States
dollars and all references to C$ are references to Canadian dollars. As at
April 26, 2012, one Canadian dollar was equal to approximately $1.02 in U.S.
Currency

Item 10. Directors, Executive Officers and Corporate
Governance

DIRECTORS AND EXECUTIVE OFFICERS

The following table contains information regarding the members
of the Board of Directors and the executive officers of the Company:

Name
    Age
    Position
    Position Held SinceGeorge Putnam
    58
    President, Chief Executive Officer
      and Director
    May 3, 2010Willem P.C. Duyvesteyn
    66
    Chief Technology Officer
      and Director
    December 16, 2009William B. Harris
    65
    Chairman of the Board and
      Director
    June 15, 2007Barry Davies
    62
    Director
    January 20, 2010Daniel Wolfus
    65
    Director
    August 21, 2009Edward Dickinson
    65
    Chief Financial Officer
    September 1, 2011John Thompson
    63
    Vice President of Project Development
    March 8, 2011


George Putnam, President, CEO and Director.Mr. Putnam
has 20 years employment experience with BHP (now BHP-Billiton) and GE/Utah
International. While at BHP-Billiton, he held division CFO roles in the
petroleum refining business, and in BHP-Billiton Manganese, a mining, alloy
smelting and refining business located in Australia. His previous experience
also includes acquisition and divestiture work for both BHP-Billiton and other
clients, associated bank financings, and the negotiation and management of
strategic alliances involving long-term product sales contracts. From 2006 to
2008, Mr. Putnam served as CFO for QGX Ltd., a Toronto Stock Exchange listed
mineral exploration company.

Mr. Putnam has an Economics degree from Gettysburg College and
a Masters in Business Administration from Duke University.

For the following reasons, the Board concluded that Mr. Putnam
should serve as a director of EMC Metals Corp. in light of its business and
structure, at the time it files this Registration Statement. Mr. Putnams
extensive experience in the mineral exploration industry brings essential
management skills to the Board.

3

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Willem P.C. Duyvesteyn, Chief Technical Officer and
Director.Mr. Duyvesteyn has over 40 years experience in the mining, mineral
and energy industries. He is the founder and former CEO of TTS, a company
involved in the development and commercialization of various mineral and energy
related processes and projects. TTS was acquired by us in 2009. Prior to forming
TTS, Mr. Duyvesteyn was Vice President and General Manager Minerals Technology
for BHP (now BHP-Billiton) for more than 10 years. Prior to BHP, he was
associated with AMAX Inc., previously a NYSE listed corporation, as director of
Laterite Nickel projects where he led various multi-million dollar development
programs for nickel technology. While employed with Anglo American he was a
member of the team that developed the large scale copper solvent extraction
technology that is now universally employed by copper miners. Mr. Duyvesteyn is
a member of numerous technical organizations in the mining, processing and
chemical fields: AIME, CIM, AIChE, ACS. His technical expertise covers a very
large spectrum of elements, metals and materials: from aluminum to zinc and from
coal to diamonds.

Mr. Duyvesteyn was a former Dean of the Delft (the Netherlands)
School of Mines. He has been granted over 40 US patents and is filing
applications for a further 35 patents. He is the author of numerous technical
papers and in 1999 was awarded the Goldfields Medal of the British Institution
for Mining and Metallurgy for best technical paper.

For the following reasons, the Board concluded that Mr.
Duyvesteyn should serve as a director of EMC Metals Corp. in light of its
business and structure, at the time it files this Registration Statement. Mr.
Duyvesteyns extensive experience allows him to bring technical expertise in
regard to mine development and operations, as well as metallurgical expertise,
to the Board. In addition Mr. Duyvesteyn owns a significant percentage of our
common stock.

William Harris, Chairman of the Board.Mr. Harris is a
partner in Solo Management Group, LLC, an investment and management consulting
partnership. He was previously a board member for Energy Metals Corporation,
Chairman and Executive Committee member of the American Fiber Manufacturers
Association, and President and CEO of Hoechst Fibers Worldwide, the global
acetate and polyester business of Hoechst AG. At Hoechst Fibers Worldwide, Mr.
Harris managed the business' $5 billion operation, comprised of 21,000 employees
and production locations in 14 different countries. Other positions within
Hoechst and its subsidiaries included Chairman of the Board (Presidente del
Consejo) of Celanese Mexicana SA, a publicly-traded company in Mexico; Vice
President, Finance and Executive Vice President and director of Celanese Canada
Inc., a publicly-traded company in Canada, and Vice President and Treasurer and
Chairman of the Audit Committee of Hoechst Celanese Corporation. Mr. Harris is
currently a member of the board of directors of Golden Predator Corp., Tigris
Uranium Corp. and Silver Predator Corp. Mr. Harris is a graduate of Harvard
College, B.A. in English, and Columbia University Graduate School of Business,
M.B.A. in finance. He is a Trustee of the Williamstown (MA) Theatre
Festival.

For the following reasons, the Board concluded that Mr. Harris
should serve as a director of EMC Metals Corp. in light of its business and
structure, at the time it files this Registration Statement. Mr. Harris
management experience allows him to bring a unique skill to the Board.

Barry Davies, Director.Mr. Davies is the President of
Rudgear Holdings Ltd., an Asia based private investment company, and also serves
as a director of several public and private companies with exploration, mining
and investment activities in Canada, Latin America and Southeast Asia. He is a
mining engineering graduate from the Camborne School of Mines in Cornwall,
United Kingdom, with more than 35 years experience in mineral exploration, mine
development, operations and corporate management. During more than 20 years with
BHP Group he held senior management positions with responsibility for
exploration and mine development projects in Australia, Southeast Asia and South
Africa leading to his appointment to the position of Vice President Strategic
Planning and Development for BHP Minerals in Australia

For the following reasons, the Board concluded that Mr. Davies
should serve as a director of EMC Metals Corp. in light of its business and
structure, at the time it files this Registration Statement. Mr. Davies
extensive experience on the board of several other mining companies enable him
to provide important operating insights to the Board.

Daniel Wolfus, Director.Mr. Wolfus is currently
Chairman and CEO of Midway Gold Corporation, a mineral exploration company
listed on the TSX Venture Exchange. He has over 28 years of investment banking
experience, firstly with E.F. Hutton & Co., where Mr. Wolfus became a
partner and Senior Vice President in charge of the West Coast Corporate Finance Department, followed by his tenure as
Chairman, CEO and chief organizer of Hancock Savings Bank in Los Angeles. He is
also currently a director of MD Cowan and Co., a manufacturer of oil drilling
equipment, Mr. Wolfus earned a MBA in Finance and a BA-Economics at the
University California, Los Angeles. Mr. Wolfus has served in various charitable
and non-profit organizations in the United States since November 21, 2008.

4

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For the following reasons, the Board concluded that Mr. Wolfus
should serve as a director of EMC Metals Corp. in light of its business and
structure, at the time it files this Registration Statement. Mr. Wolfus
experience in the finance and banking industry provides important financial
management and financing insights to the Board.

Edward Dickinson, Chief Financial Officer.Mr. Dickinson
was appointed Chief Financial Officer of the Company on September 1, 2011. From
August 1996 to August 2011, Mr. Dickinson held senior management positions at
Altair Nanotechnologies Inc., including Chief Financial Officer, Director of
Finance, Secretary, and Senior Director - Program & Contract Management; and
from May 2002 to May 2004 Mr. Dickinson was a Director of Altair
Nanotechnologies Inc. From 1994 to 1996, Mr. Dickinson was employed by the
Southern California Edison Company as a negotiator of non-utility power
generation contracts. Mr. Dickinson was Vice President and Director of
Geolectric Power Company during 1993 and 1994; and from 1987 through 1992 was
the Director of Finance and Administration for OESI Power Corporation. Prior to
1987, Mr. Dickinson served in various financial and program management positions
at the U.S. Department of Energy. Mr. Dickinson, who is a certified public
accountant, obtained a Masters degree in Accounting from California State
University, Northridge.

John Thompson, Vice President of Project Development.Mr. Thompson's mining career spans 41 years in senior management roles with
Utah Development Company, BHP (now BHP Billiton), Newcrest Mining, and QGX,
managing and developing mineral projects in Australia, New Zealand, Mongolia and
the United States. Mr. Thompson was responsible for the overall development of
Newcrest Mining's Cadia Hill mine, in NSW, which included reserve definition,
management of engineering teams that designed both the mine and processing plant
facilities, the final feasibility study, and the environmental impact statement
(EIS) on the project. More recently, as VP Project Development for QGX, Mr.
Thompson delivered the Preliminary Assessment Report, Pre-Feasibility Study, and
EIS on the Baruun Naran coking/thermal coal project in the South Gobi, Mongolia.
He has held numerous other leadership roles in the mining industry, including
four Mine/General Manger roles in coking coal, gold, and titanium/iron sands
operations and a General Manager position at Newcrest overseeing 5 operating
gold businesses in Australia.

Mr. Thompson has a BS degree in Mining and Petroleum
Engineering from the University of Queensland, and is a Fellow of the Australian
Institute of Mining and Metallurgy.

OTHER DIRECTORSHIPS

The following table sets forth the current directors of the
Company who are directors of other reporting issuers:

George Putnam
    N/AWillem P.C. Duyvesteyn
    N/AWilliam B. Harris
    N/ABarry Davies
    N/ADaniel Wolfus
    Midway Gold Corporation


INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past ten years, none of the persons currently
serving as executive officers and/or directors of the Company has been the
subject matter of any of the following legal proceedings that are required to be
disclosed pursuant to Item 401(f) of Regulation S-K including: (a) any
bankruptcy petition filed by or against any business of which such person was a
general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time; (b) any criminal convictions; (c) any
order, judgment, or decree permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business,
securities or banking activities; (d) any finding by a court, the SEC or the
CFTC to have violated a federal or state securities or commodities law, any law or regulation respecting financial
institutions or insurance companies, or any law or regulation prohibiting mail
or wire fraud; or (e) any sanction or order of any self-regulatory organization
or registered entity or equivalent exchange, association or entity. Further, no
such legal proceedings are believed to be contemplated by governmental
authorities against any director or executive officer.

5

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RELATIONSHIPS AMONG DIRECTORS OR EXECUTIVE OFFICERS

There are no family relationships among any of the existing
directors or executive officers of the Company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's directors, executive officers and persons who
own more than 10% of a registered class of the Companys securities to file with
the SEC initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Directors, executive
officers and greater than 10% shareholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) reports they file.

To the Companys knowledge, based solely on a review of Forms 3
and 4, as amended, furnished to it during its most recent fiscal year, and Form
5, as amended, furnished to it with respect to such year, the Company believes
that during the year ended December 31, 2011, its directors, executive officers
and greater than 10% shareholders complied with all Section 16(a) filing
requirements of the Securities Exchange Act of 1934.

ETHICAL BUSINESS CONDUCT

The Board has adopted a Code of Ethics (the Code) as a
guideline for the oversight of the ethical conduct of management. The Companys
audit committee monitors compliance with the Code, and the Board and audit
committee are responsible for granting any waivers from the Code. During the
recently completed fiscal year, there was no conduct by a director or executive
officer that constituted a departure from the Code and no material change report
in that respect has been filed. The Company Code of Conduct is available on the
Companys website.

AUDIT COMMITTEE

The Audit Committee considers the selection and retention of
independent auditors and reviews the scope and results of the audit. In
addition, it reviews the adequacy of internal accounting, financial and
operating controls and reviews the Companys financial reporting compliance
procedures. The members of the Audit Committee are Mr. Harris, Mr. Wolfus and
Mr. Davies. Mr. Harris is the Audit Committee financial expert by way of his
previous experience in finance, treasury and audit committee functions.

In the course of its oversight of our financial reporting
process, the directors have: (1) reviewed and discussed with management our
audited financial statements for the year ended December 31, 2011; (2) received
a report from Davidson & Company LLP, our independent auditors, on the
matters required to be discussed by Statement on Auditing Standards No. 61,
Communications with Audit Committees; (3) received the written disclosures and
the letter from the auditors required by Public Company Accounting Oversight
Board Rule 3526; and (4) considered whether or note the provision of non-audit
services by the auditors is compatible with maintaining their independence and
has concluded that it is compatible at this time.

Based on the foregoing review and discussions, the Board has
concluded that the audited financial statements should be included in our Annual
Report on Form 10-K for the year ended December 31, 2011 filed with the SEC.

|Submitted by the Audit Committee
|--------------------------------
|William B. Harris, Member       
|Barry Davies, Member            
|Daniel Wolfus, Member           

6

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Item 11. Executive Compensation

SUMMARY COMPENSATION TABLE

The following table sets forth all information concerning the
total compensation of the Companys president, chief executive officer, chief
financial officer, and the three other most highly compensated officers during
the last fiscal year (the Named Executive Officers) during the last three
completed fiscal years for services rendered to the Company in all capacities.

Name and PrincipalPosition
    **Year**
    Salary
      ($)
    Bonus($)
    Stock**Awards**($)
    **Option**
      **Awards**(2)($)
    Non-Equity
      Incentive Plan**Compensation** ($)
    Nonqualified
      Deferred **Compensation** Earnings
      ($)
    All Other
      Compensation($)
    **Total** ($)George Putnam,
      President, CEO and Director
    2011
    $200,000
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil
    $200,0002010
    $137,247(1)
    $Nil
    $Nil
    $187,004
    $Nil
    $Nil
    $Nil
    $324,2512009
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil
    $NilEdward
      Dickinson, CFO(3)
    2011
    $25,000
    $Nil
    $Nil
    $40,920
    $Nil
    $Nil
    $Nil
    $65,9202010
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil2009
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil
    $NilMichael
      OBrien, Former CFO(3)
    2011
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil2010
    $40,500
    $Nil
    $Nil
    $46,162
    $Nil
    $Nil
    $Nil
    $86,6622009
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil
    $NilJohn Thompson,
      V.P. Project Development
    2011
    $76,950
    $Nil
    $Nil
    $11,475
    $Nil
    $Nil
    $Nil
    $88,4252010
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil2009
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil
    $Nil


| | (1) | Represents consulting fees under a management services
      contract.                       
| | --- | ---------------------------------------------------------------------------------------------
| | (2) | Calculated in accordance with ASC 718.                                                       
| | (3) | Mr. Edward Dickinson was appointed as CFO in place of Mr.
      OBrien in September of 2011.

7

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OUTSTANDING EQUITY AWARDS AT THE MOST RECENTLY COMPLETED
FISCAL YEAR

The following table sets forth a summary of our outstanding
incentive stock options for each Named Executive Officer as of December 31,
2011.

Name and
      Principal Position
    Number of
      Securities Underlying Unexercised
      Options (#) Exercisable
    Number of
      Securities Underlying Unexercised
      Options (#) Unexercisable
    Equity Incentive
      Plan Awards; Number of Securities
      Underlying Unexercised Unearned Options
      (#)
    Option
      Exercise Price ($)
    Option
      Expiration DateGeorge Putnam, President, CEO and
      Director
    2,000,000
    Nil
    500,000
    0.10
    11/5/2015Edward Dickinson, CFO
    60,000
    Nil
    240,000
    0.155
    9/15/2016Michael OBrien, Former CFO
    250,000 50,000
    Nil Nil
    Nil Nil
    0.25 0.39
    11/5/2015 1/18/2013John Thompson, V.P. Project
      Development
    200,000
    Nil
    300,000
    0.25
    5/16/2016


OPTION EXERCISES

No stock options were exercised by the Named Executive Officers
during the year ended December 31, 2011.

DIRECTORS COMPENSATION

No Directors fees were paid during the year ended December 31,
2011.

COMPENSATION OF DIRECTORS

No compensation was paid to our directors during our fiscal
year ended December 31, 2011.

There are no other arrangements under which directors of the
Company were compensated by the Company during the year ended December 31, 2011
for their services in their capacity as directors and, without limiting the
generality of the foregoing, no additional amounts are payable under any
standard arrangements for committee participation or special assignments, except
that the Articles of the Company provide that the directors are entitled to be
paid reasonable traveling, hotel and other expenses incurred by them in the
performance of their duties as directors. The Companys Articles also provide
that if a director is called upon to perform any professional or other services
for the Company that, in the opinion of the directors, is outside of the
ordinary duties of a director, such director may be paid a remuneration to be
fixed by the directors and such remuneration may be either in addition to or in
substitution for any other remuneration that such director may be entitled to
receive.

The aggregate direct remuneration paid or payable by the
Company and its subsidiary (the financial statements of which are consolidated
with those of the Company) to the directors of the Company during the fiscal
year ended December 31, 2011 was $Nil. No other compensation was paid or given
during the year for services rendered by the directors in such capacity, and no
additional amounts were payable at year-end under any standard arrangements for
committee participation or special assignments.

8

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COMPENSATION COMMITTEE

Composition of the Compensation Committee

The members of the Compensation Committee during the year ended
December 31, 2011 were Mr. Harris, Mr. Davies and Mr. Wolfus.

Report on Executive Compensation

The Compensation Committee of the Board of Directors is
responsible for reviewing and approving the remuneration of the senior
management of the Company, including the President and chief executive officer.
The guiding philosophy of the Compensation Committee in the determination of
executive compensation is ensuring that the Company is able to attract the best
possible candidates for management positions, given the high level of
competition for competent management in the mining industry, and to align the
interests of management with those of the Companys shareholders.

The Companys executive compensation policies are designed to
recognize and reward individual contribution, performance and level of
responsibility and ensure that the compensation levels remain competitive with
other companies in the same industry. The key components of total compensation
are base salary and incentives.

The Compensation Committee has no formal process for
determining appropriate base salary ranges. Currently the Company pays executive
compensation in the form of a base salary to its President only. The base salary
to the President was based on a proposal from the President, which were accepted
by the Company after considering his experience and expected responsibility and
contribution to the Company.

Stock options are granted to senior management to align the
financial interests of management with the interests of shareholders of the
Company and to encourage senior management to focus on strategies and results
that enhance shareholder value in the longer term. The number of options to
purchase Common Shares granted to each individual will depend largely on his
level of responsibility and contribution to the Companys performance.

The Compensation Committee considers, on an ongoing basis, the
appropriateness and effectiveness of the Companys executive compensation
policies, given prevailing circumstances.

Compensation Committee Interlocks and Insider
Participation

None of the members of the Compensation Committee served as an
employee of the Company during the fiscal year ended December 31, 2011 (or
subsequently). No current member of the Compensation Committee formerly served
as an officer of the Company, and none of the current members of the
Compensation Committee have entered into a transaction with the Company in which
they had a direct or indirect interest that is required to be disclosed pursuant
to Item 404 of Regulation S-K.

Compensation Committee Report

The Compensation Committee hereby reports to the Board of
Directors that, in connection with the Companys Annual Report on Form 10-K for
the fiscal year ended December 31, 2011, we have:

- reviewed and discussed with management the Compensation Discussion and
  Analysis required by Item 402(b) of SEC Regulation S-K; and
- based on such review and discussion, we recommend to the Board of
  Directors that the Compensation Discussion and Analysis be included in the
  Annual Report on Form 10K for the fiscal year ended December 31, 2011.

|Submitted by the Compensation Committee:
|----------------------------------------
|William B. Harris, Member               
|Barry Davies, Member                    
|Daniel Wolfus, Member                   

9

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Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION
PLANS

The following table sets out information as of the end of the
fiscal year ended December 31, 2011 with respect to compensation plans under
which equity securities of the Company are authorized for issuance.

Plan Category
    Number of
      securities to be issued upon exercise of
      outstanding options, warrants and rights
      (a)
    Weighted-average exercise price of
      outstanding options, warrants and rights
      (b)
    Number of securities
      remaining available for future issuances
      under equity compensation plan [excluding
      securities reflected in column (a)]
      (c)Equity compensation plans approved by security holders
    11,848,750
    0.19
    10,753,057Equity compensation plans not approved
      by security holders
    Nil
    Nil
    NilTotal:
    11,848,750
    0.19
    10,753,057


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

To the knowledge of the directors and executive officers of the
Company, as at December 31, 2012, the beneficial owners or persons exercising
control over Company shares carrying more than 5% of the outstanding voting
rights are:

Name and Address
    Number of
      Shares(1)
    Nature of Ownership
    Approximate % of Total
      IssuedWilliam Lupien(2)(3) #501 - 1430
      Greg Street, Sparks, NV 89431
    23,577,833 (4)
    Common Shares
    15.65


| | (1) | The information relating to the above share ownership was
      obtained by the Company from insider reports and beneficial ownership
      reports filed with the SEC or available at www.sedi.com, or from the
      shareholder, and includes direct and indirect holdings.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | The address of such person is Coeur dAlene, Idaho,
      USA.                                                                                                                                                                                                                
| | (3) | A total of 21,752,833 common shares are held in the name
      of Kudu Partners, L.P.                                                                                                                                                                                         
| | (4) | Includes options to purchase 325,000 common
  shares.                                                                                                                                                                                                                         
| | (5) | Common shares held by the
Company.                                                                                                                                                                                                                                            

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth certain information regarding
the beneficial ownership of the Companys Common Stock as of December 31, 2011
by:

|(i)   | each director of the Company;                                 
|----- | --------------------------------------------------------------
|(ii)  | each of the Named Executive Officers of the Company;
      and
|(iii) | all directors and executive officers as a
  group.            

10

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Except as noted below, the Company believes that the beneficial
owners of the Common Stock listed below, based on information furnished by such
owners, have sole voting and investment power with respect to such shares.

Name and Address of
      Beneficial Owner
    Shares
      Beneficially Owned
    Percentage of Shares
      Beneficially Owned[1]George Putnam #501 - 1430 Greg
      Street, Sparks, NV 89431
    2,700,000 (2)
    1.77William Harris 651
      Boardman Street Sheffield, MA 01257
    1,230,000 (3)
    0.81Daniel Wolfus
      #1604  10350 Wilshire Blvd Los Angeles, CA 90024
    1,300,000 (4)
    0.86Willem Duyvesteyn(5)2200 Del Monte Lane Reno, NV 89511
    19,837,386 (6)
    13.10Barry Davies #502
      - 1430 Greg Street Sparks, NV 89431
    1,470,000 (7)
    0.97John Thompson 30
      Kincardine Drive Benowa QLD, 4217
    790,000 (8)
    0.52Edward Dickinson
      #2523  7000 Mae Anne Avenue Reno, NV 89523
    60,000 (9)
    0.04All officers and directors
      (7) persons:
    27,387,386
    18.07


| | (1) | These amounts include beneficial ownership of securities
      not currently outstanding but which are reserved for immediate issuance on
      exercise of options. In particular, these amounts include shares issuable
      upon exercise of options as follows:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Includes options to purchase 2,000,000 common
    shares.                                                                                                                                                                                                           
| | (3) | Includes options purchase 1,200,000 common
  shares.                                                                                                                                                                                                                
| | (4) | Includes options to purchase 900,000 common
  shares.                                                                                                                                                                                                               
| | (5) | The address of such person is Reno, Nevada,
USA.                                                                                                                                                                                                                    
| | (6) | Includes options to purchase 800,000 common
  shares.                                                                                                                                                                                                               
| | (7) | Includes options to purchase 500,000 common
  shares.                                                                                                                                                                                                               
| | (8) | Includes options to purchase 200,000 common
  shares.                                                                                                                                                                                                               
| | (9) | Includes options to purchase 60,000 common
  shares.                                                                                                                                                                                                                

Item 13. Certain Relationships and Related Transactions, and
Director Independence

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since the beginning of our last fiscal year ending December 31,
2011, there have been no transactions with a party who was a related party to
our company at the time of the transaction, or for any period subsequent to such
year end.

DIRECTOR INDEPENDENCE

Our common shares are listed on the Toronto Stock Exchange.
Under Toronto Stock Exchange rules, the Board is required to affirmatively
determine that each independent director has no material relationship with us
which would interfere with the exercise of independent judgment. Our Board has
determined that the following directors are independent as required by Toronto
Stock Exchange listing standards: William B. Harris, Daniel Wolfus, and Barry
Davies.

11

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Item 14. Principal Accounting Fees and Services

Davidson & Company LLP has served as the Companys
independent auditors since January 1, 2008, and has been appointed by the Board
of Directors to continue as the Companys independent auditor for the Companys
fiscal year ending December 31, 2011, and until the next annual general meeting
of shareholders.

The fees for services provided by Davidson & Company to us
in each of the fiscal years ended 2010 and 2011 were as follows:

Fees
    2010
    2011Audit Fees
    33,660
    71,910Audit Related Fees
    Nil
    25,400Tax Fees
    33,500
    10,900All Other Fees
    Nil
    355Total
    67,160
    108,565


|(1) | Audit Fees include fees necessary to perform the annual
      audit and quarterly reviews of the Companys consolidated financial
      statements. Audit Fees include fees for review of tax provisions and for
      accounting consultations on matters reflected in the financial statements.
      Audit Fees also include audit or other attest services required by
      legislation or regulation, such as comfort letters, consents, reviews of
      securities filings and statutory audits.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(2) | Audit-Related Fees include services that are
      traditionally performed by the auditor. These audit-related services
      include employee benefit audits, due diligence assistance, accounting
      consultations on proposed transactions, internal control reviews and audit
      or attest services not required by legislation or regulation.                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(3) | Tax Fees include fees for all tax services other than
      those included in Audit Fees and Audit-Related Fees. This category
      includes fees for tax compliance, tax planning and tax advice. Tax
      planning and tax advice includes assistance with tax audits and appeals,
      tax advice related to mergers and acquisitions, and requests for rulings
      or technical advice from tax authorities.                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(4) | All Other Fees include all other non-audit
      services.                                                                                                                                                                                                                                                                                                                                                                                                                                              

All services to be performed by the Companys independent
auditor must be approved in advance by the Audit Committee. Under the Companys
Audit Committee Charter, the Audit Committee is required to pre-approve the
audit and non-audit services performed by the external auditors. Unless a type
of service is to be provided by the external auditors receives general
pre-approval, it requires specific pre-approval by the Companys Audit
Committee.

PART IV

Item 15. Exhibits

|Exhibit No. | Description of
      Exhibit                                                 | Manner of Filing
|----------- | ---------------------------------------------------------------------------- | ----------------
|            |                                                                              |                 
|31.1        | Rule
      13a-14(a)/15(d)-14(a) Certification - Principal Executive Officer | Filed herewith  
|            |                                                                              |                 
|31.2        | Rule
      13a-14(a)/15(d)-14(a) Certification - Principal Financial Officer | Filed herewith  

12

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

EMC Metals Corp.

|By: | /s/ George Putnam            | 
|--- | ---------------------------- | 
|    | George Putnam                | 
|    | Principal Executive Officer  | 
|    |                              | 
|    |                              | 
|By: | /s/ Edward Dickinson         | 
|    | Edward Dickinson             | 
|    | Principal Accounting Officer | 
|    |                              | 
|    | Date: April 27, 2012         | 

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

|Signature                   |  | Title                                                      | Date          
|--------------------------- |  | ---------------------------------------------------------- | --------------
|                            |  |                                                            |               
|                            |  |                                                            |               
|/s/ George Putnam           |  | President, Principal Executive Officer, and
      Director | April 27, 2012
|George Putnam               |  |                                                            |               
|                            |  |                                                            |               
|                            |  |                                                            |               
|/s/ William Harris          |  | Chairman and Director                                      | April 27, 2012
|William Harris              |  |                                                            |               
|                            |  |                                                            |               
|                            |  |                                                            |               
|/s/ Willem
      Duyvesteyn |  | Director                                                   | April 27, 2012
|Willem Duyvesteyn           |  |                                                            |               
|                            |  |                                                            |               
|                            |  |                                                            |               
|/s/ Barry Davies            |  | Director                                                   | April 27, 2012
|Barry Davies                |  |                                                            |               

13

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