Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
TRILOGY METALS INC.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
89621C105
(CUSIP Number)
April 20, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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 ("Act") 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).
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CUSIP No. 89621C105 | |||||
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1 |
Names of Reporting Persons: | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person | |||
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CUSIP No. 89621C105 | |||||
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1 |
Names of Reporting Persons: | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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Type of Reporting Person | |||
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Item 1(a). |
Name of Issuer: | |
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Item 1(b). |
Address of Issuer’s Principal Executive Offices: 609 Granville Street Vancouver, British Columbia V7Y 1G5 | |
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Item 2(a). |
Name of Persons Filing:
South32 International Investment Holdings Proprietary Limited (“South32 International”)
South32 International is a wholly-owned subsidiary of South32 Limited. | |
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Item 2(b). |
Address of Principal Business Office, or if none, Residence: Level 35 108 St Georges Terrace Perth WA 6000 Australia | |
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Item 2(c). |
Citizenship: | |
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Item 2(d). |
Title of Class of Securities: | |
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Item 2(e). |
CUSIP Number: | |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: | |
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Not Applicable. | |
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Item 4. |
Ownership. | ||
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South32 Limited and South32 International beneficially own the aggregate number and percentage of common shares of trilogy Metals Inc. as set forth below: | |||
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(a) |
Amount beneficially owned: 16,413,493 shares | |
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(b) |
Percent of class: 12.5% | |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote: -0- |
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(ii) |
Shared power to vote or to direct the vote: 16,413,493 shares |
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(iii) |
Sole power to dispose or to direct the disposition of: -0- |
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(iv) |
Shared power to dispose or to direct the disposition of: 16,413,493 shares |
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Item 5. |
Ownership of Five Percent of Less of a Class. | ||
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Not Applicable. | |||
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. | ||
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Not Applicable. | |||
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | ||
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Not Applicable. | |||
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Item 8. |
Identification and Classification of Members of the Group. | ||
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Not Applicable. | |||
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Item 9. |
Notice of Dissolution of Group. | ||
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Not Applicable. | |||
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Item 10. |
Certifications. |
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Not Applicable. | |
SIGNATURES
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.
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SOUTH32 LIMITED | |
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By: |
/s/ Melanie Williams |
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Na me: |
Melanie Williams |
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Title: |
Company Secretary |
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SOUTH32 INTERNATIONAL INVESTMENT HOLDINGS PROPRIETARY LIMITED | |
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By: |
/s/ Robin Lees |
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Name: |
Robin Lees |
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Title: |
Company Secretary |
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Date: May 11, 2018 | |
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common shares, no par value, of Trilogy Metals Inc.
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SOUTH32 LIMITED | |
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By: |
/s/ Melanie Williams |
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Name: |
Melanie Williams |
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Title: |
Company Secretary |
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SOUTH32 INTERNATIONAL INVESTMENT HOLDINGS PROPRIETARY LIMITED | |
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By: |
/s/ Robin Lees |
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Name: |
Robin Lees |
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Title: |
Company Secretary |
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Date: May 11, 2018 | |