SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

SCHEDULE 13G

 

INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 4)1

 

Emgold Mining Corporation

(Name of Issuer)

 

 

 

Common Shares

(Title of Class of Securities)

 

 

 

290928308

(CUSIP Number)

 

 

December 31, 2009

(Date of Event Which Requires Filing of This Statement)

 

 

Check the Appropriate box to designate the rule pursuant to which this schedule is filed:

 

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

_________________________

1 The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


CUSIP No. 290928308

13G

Page 2 of 5 Pages

 

1

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

RAB Special Situations (Master) Fund Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o
(b) o

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

5

SOLE VOTING POWER

NUMBER OF

 

1,556,204

SHARES

6

SHARED VOTING POWER

BENEFICIALLY

 

0

OWNED BY

7

SOLE DISPOSITIVE POWER

EACH

 

1,556,204

REPORTING

8

SHARED DISPOSITIVE POWER

PERSON WITH

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,556,204 common shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*                        o

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

<5%

12

TYPE OF REPORTING PERSON*

 

CO


*SEE INSTRUCTIONS BEFORE FILLING OUT!

 


CUSIP No. 290928308

13G

Page 3 of 5 Pages

 

 

Item 1

(a).

Name of Issuer:

 

Emgold Mining Corporation

 

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

 

Suite 1400, 570 Granville Street, Vancouver, British Columbia V6C 3P1 Canada

 

Item 2

(a).

Name of Person Filing:

 

RAB Special Situations (Master) Fund Limited

 

Item 2

(b).

Address of Principal Business Office or, if None, Residence:

 

RAB Special Situations (Master) Fund Limited

P. O. Box 908 GT

Walker House Mary Street

George Town, Cayman Islands

 

Item 2

(c).

Citizenship:

 

Cayman Islands

 

Item 2

(d).

Title of Class of Securities:

 

Common Shares

 

Item 2

(e).

CUSIP Number:

 

290928308

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

 

(a)

o

Broker or dealer registered under Section 15 of the Act;

 

 

(b)

o

Bank as defined in Section 3(a)(6) of the Act;

 

 

(c)

o

Insurance Company as defined in Section 3(a)(19) of the Act;

 

 

(d)

o

Investment Company registered under Section 8 of the Investment Company Act;

 

 

(e)

o

Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

 

(f)

o

Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F);

 

 

(g)

o

Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);

 

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

 

(i)

o

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940:

 

 

(j)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(j).

 

 

x

If this statement is filed pursuant to Rule 13d-1(c), check this box.

 

CUSIP No. 290928308

13G

Page 4 of 5 Pages

 


 

Item 4.

Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.

 

 

(a)

Amount beneficially owned:

 

See Item 9 on the cover page

 

 

(b)

Percent of class:

 

See Item 11 on the cover page

 

 

(c)

Number of shares as to which such person has:

 

 

(i)

Sole power to vote or to direct the vote

 

 

(ii)

Shared power to vote or to direct the vote

 

 

(iii)

Sole power to dispose or to direct the disposition of

 

 

(iv)

Shared power to dispose or to direct the disposition of

 

 

See Items 5-8 on the cover page

 

Instruction. For computations regarding securities which represent a right to acquire an underlying security, see Rule 13d-3(d)(1).

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

N/A

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 

N/A

 

Item 8.

Identification and Classification of Members of the Group.

 

N/A

 

Item 9.

Notice of Dissolution of Group.

 

N/A

 


CUSIP No. 290928308

13G

Page 5 of 5 Pages

 


Item 10.

Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

 

February 16, 2010

 

(Date)

 


RAB Special Situations (Master) Fund Limited
by Simon Gwyther and
Jake Leavesley

 

Authorised signatories for RAB Capital plc for
and on behalf of RAB Special Situations
(Master) Fund Limited

 

/s/ Simon Gwyther 

 

(Signature)

 

/s/ Jake Leavesley

(Signature)