UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of February, 2016

Commission File Number 001-35001

AVALON ADVANCED MATERIALS INC.
(formerly Avalon Rare Metals Inc.)
(Translation of registrant’s name into English)

130 Adelaide Street West
Suite #1901
Toronto, Ontario M5H 3P5
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-F [X]                                   Form 40-F [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [   ]

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [   ]

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

SIGNATURE

Pursuant to the requirements 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.

  AVALON ADVANCED MATERIALS INC.
   
   
   
        /s/ R. James Andersen
Date February 26, 2016 R. James Andersen
  Chief Financial Officer and VP Finance

EXHIBIT INDEX

 

Exhibit  
Number Description
99.1 Press release dated February 26, 2016
99.2 Articles of Amendment
99.3 By-law No. 2


130 Adelaide St. W., Suite 1901, Toronto, ON M5H 3P5
Tel: (416) 364-4938 Fax: (416) 364-5162
office@AvalonAM.com
www.AvalonAdvancedMaterials.com

NEWS RELEASE

February 26, 2016 No. 16-03

Avalon Announces Voting Results of Annual and Special Meeting
including Approval of Name Change
 

Toronto, ON – Avalon Advanced Materials Inc. ( TSX : AVL and OTCQX : AVLNF) (“Avalon” or the “Company”) is pleased to announce that at the Annual and Special Meeting of shareholders held in Toronto, Ontario on February 24, 2016 (the “Meeting”), shareholders approved the motion to change the Company’s name to Avalon Advanced Materials Inc..

As noted in the Information Circular, Avalon's management and Board of Directors felt that the name “Avalon Rare Metals Inc.” was too closely associated with rare earths and no longer adequately reflected the Company’s diversified specialty metals and minerals asset base. Don Bubar, President and CEO, noted “With the Company’s increasing focus on lithium and tin-indium, the new name will help investors discover how Avalon’s other assets can also contribute to increased shareholder value and recognize the critical importance of these commodities in clean technology.”

Also during the Meeting, six of the seven director nominees listed in the Company’s information circular dated January 12, 2016 were elected as directors of the Company.

One of management’s proposed directors, Phil Fontaine, decided for personal reasons not to stand for re-election, even though his name had been included in the information circular.

The detailed results of the vote are as follows:

Director   Number of Votes Cast Percentage of Votes Cast
       
Donald Bubar In Favour: 23,874,135 96.22%
  Withheld: 938,627 3.78%
       
Alan Ferry In Favour: 23,932,074 96.45%
  Withheld: 880,688 3.55%
       
Brian MacEachen In Favour: 23,909,524 96.36%
  Withheld: 903,238 3.64%
       
Peter McCarter In Favour: 23,947,916 96.51%
  Withheld: 864,846 3.49%
       
Jane Pagel In Favour: 23,900,478 96.32%
  Withheld: 912,284 3.68%
       
Kenneth G. Thomas In Favour: 23,897,505 96.31%
  Withheld: 915,257 3.69%

At the Meeting, Don Bubar welcomed Jane Pagel to the Board as “an experienced executive from the environmental field with a broad background in both industry and government including leadership roles in energy, clean tech and sustainability organizations”. He also expressed gratitude to Phil Fontaine for his six years of service on the Company’s Board of Directors as an inspiration and a role model for Aboriginal participation in the Canadian mineral industry.

In addition, at the Meeting shareholders appointed Deloitte LLP as auditors of the Company, and approved a resolution adopting By-law No.2 of the Company pertaining to advance notice for the nomination of Directors of the Company.

About Avalon Advanced Materials Inc.
Avalon Advanced Materials Inc. is a Canadian mineral development company specializing in niche market metals and minerals with growing demand in new technology. The Company has three advanced stage projects, all 100%-owned, providing investors with exposure to lithium, tin and indium, as well as rare earth elements, tantalum, niobium, and zirconium. Avalon is currently focusing on its Separation Rapids Lithium Project, Kenora, ON and its East Kemptville Tin-Indium Project, Yarmouth, NS. Social responsibility and environmental stewardship are corporate cornerstones.

For questions and feedback, please e-mail the Company at ir@AvalonAM.com , or phone Don Bubar, President & CEO at 416-364-4938.

This news release contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements related to the Company’s increasing focus on lithium and tin-indium, and that the new name will help investors discover how Avalon’s other assets can also contribute to increased shareholder value and recognize the critical importance of these commodities in clean technology. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “potential”, “scheduled”, “anticipates”, “continues”, “expects” or “does not expect”, “is expected”, “scheduled”, “targeted”, “planned”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be” or “will not be” taken, reached or result, “will occur” or “be achieved”. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Avalon to be materially different from those expressed or implied by such forward-looking statements. Forward-looking statements are based on assumptions management believes to be reasonable at the time such statements are made. Although Avalon has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Factors that may cause actual results to differ materially from expected results described in forward-looking statements include, but are not limited to market conditions, and the possibility of cost overruns or unanticipated costs and expenses as well as those risk factors set out in the Company’s current Annual Information Form, Management’s Discussion and Analysis and other disclosure documents available under the Company’s profile at www.SEDAR.com . There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Such forward-looking statements have been provided for the purpose of assisting investors in understanding the Company’s plans and objectives and may not be appropriate for other purposes. Accordingly, readers should not place undue reliance on forward-looking statements. Avalon does not undertake to update any forward-looking statements that are contained herein, except in accordance with applicable securities laws.

 

 

AVALON RARE METALS INC.
(the “Company”)

BY-LAW #2

            BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of Avalon Rare Metals Inc. (the "Company") as follows:

ADVANCE NOTICE OF NOMINATION OF DIRECTORS

1.        General By-law No. 1 of the by-laws of the Company is hereby amended by adding thereto, following Section 3.04A, following Section 3.04 of By-Law No. 1 and preceding the current Section 3.05 of By-law No. 1:

“3.04A         Nomination of directors

                    Subject only to the Act and the articles of the Company, only individuals who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company. Nominations of individuals for election to the board may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors, (a) by or at the direction of the board or an authorized officer of the Company, including pursuant to a notice of meeting, (b) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act or a requisition of the shareholders made in accordance with the provisions of the Act or (c) by any person (a “ Nominating Shareholder ”) (i) who, at the close of business on the date of the giving of the notice provided for below in this Section 3.04A and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and (ii) who complies with the notice procedures set forth below in this Section 3.04A:

  a)

In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the secretary of the Company at the principal executive offices of the Company in accordance with this Section 3.04A.

     
  b)

To be timely, a Nominating Shareholder’s notice to the secretary of the Company must be made (a) in the case of an annual meeting of shareholders, not less than thirty (30) days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is called for a date that is less than fifty (50) days after the date (the “ Notice Date ”) on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10 th ) day following the Notice Date; and (b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15 th ) day following the day on which the first public announcement of the date of the special meeting of shareholders was made.



  c)

To be in proper written form, a Nominating Shareholder’s notice to the secretary of the Company must set forth (a) as to each person whom the Nominating Shareholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice, and (iv) any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below); and (b) as to the Nominating Shareholder giving the notice, any proxy, contract, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote any shares of the Company and any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below).

     
  d)

No person shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of this Section 3.04A; provided, however, that nothing in this Section 3.04A shall be deemed to preclude discussion by a shareholder (as distinct from nominating directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act. The chairperson of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.

     
  e)

For purposes of this Section 3.04A, (i) “public announcement” shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Company under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com; and (ii) “Applicable Securities Laws” means the applicable Securities Act of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada.

     
  f)

Notwithstanding any other provision of the by-laws of the Company, notice given to the secretary of the Company pursuant to this Section 3.04A may only be given by personal delivery, facsimile transmission or by email (at such email address as stipulated from time to time by the secretary of the Company for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery, email (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to the secretary at the address of the principal executive offices of the Company; provided that if such delivery or electronic communication is made on a day which is not a business day or later than 5:00 p.m. (Toronto time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.


 
  g)

Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in this Section 3.04A.”

2.                               General By-law No. 1, as amended from time to time, of the by-laws of the Company and this by-law shall be read together and shall have effect, so far as practicable, as though all the provisions thereof were contained in one by-law of the Company. All terms contained in this by-law which are defined in General By-law No. 1, as amended from time to time, of the by-laws of the Company shall, for all purposes hereof, have the meanings given to such terms in the said General By-law No. 1 unless expressly stated otherwise or the context otherwise requires.