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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Amendment No. ___)*
Under the Securities Exchange Act of 1934
| EMX Royalty Corporation |
| (Name of Issuer) |
|
|
| Common Shares, without par value |
| (Title of Class of Securities) |
|
|
| 26873J107 |
| (CUSIP Number) |
|
|
| October 21, 2021 |
| (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)
*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).
| CUSIP No. 26873J107 | SCHEDULE 13G | Page 2 of 6 Pages |
| 1 |
NAME OF REPORTING PERSONS
SSR Mining Inc. | |||
| 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
British Columbia | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
12,323,048 | ||
| 6 |
SHARED VOTING POWER
0 | |||
| 7 |
SOLE DISPOSITIVE POWER
12,323,048 | |||
| 8 |
SHARED DISPOSITIVE POWER
0 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,323,048 | |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.13%1 | |||
| 12 |
TYPE OF REPORTING PERSON
CO | |||
(1) This percentage is based upon 110,751,690 Common Shares of EMX Royalty Corporation, as at August 10, 2023, as reported in EMX Royalty Corporation’s Management’s Discussion and Analysis for the period ended June 30, 2023, filed on August 14, 2023.
| CUSIP No. 92840H202 | SCHEDULE 13G | Page 3 of 6 Pages |
Explanatory Note
On October 21, 2021, SSR Mining Inc. (the “Company”) acquired 12,323,048 common shares of EMX Royalty Corporation (“EMX”) as partial consideration in connection with the sale of a portfolio of non-core royalty interests and the right to certain deferred payments (the “Transaction”) to EMX. A description of the Transaction, including the consideration, was disclosed by EMX in a news release included as an exhibit to EMX’s Form 6-K furnished on October 21, 2021, and the Transaction has been referenced in subsequent Exchange Act filings of EMX, including in the Annual Information Form filed with its fiscal year 2021 and 2022 annual reports on Form 40-F. The Company also disclosed the Transaction in a news release included as an exhibit to the Company’s Form 6-K furnished on October 26, 2021, and the Transaction has been referenced in subsequent Exchange Act filings of the Company, including in the Company’s Annual Report on Form 10-K for the 2021 and 2022 fiscal years. The Company timely filed an insider report on SEDI to disclose its status as a 10% security holder of EMX as of October 21, 2021. The Company is filing the Schedule 13G triggered by the Transaction at this time due to administrative oversight to file the Schedule 13G at an earlier time.
| Item 1. | (a) Name of Issuer: |
EMX Royalty Corporation
| (b) Address of Issuer’s Principal Executive Offices: |
Suite 501-543 Granville Street
Vancouver, British Columbia, Canada V6C 1X8
| Item 2. | (a) Name of Person Filing: |
SSR Mining Inc.
| (b) Address of Principal Business Office: |
6900 E. Layton Ave., Suite 1300
Denver, Colorado 80237
| (c) Citizenship: |
Please refer to Item 4 on each cover page for each Reporting Person.
| (d) Title of Class of Securities: |
Common Shares, without par value
| (e) CUSIP No.: |
26873J107
| CUSIP No. 26873J107 | SCHEDULE 13G | Page 4 of 6 Pages |
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:
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | 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 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| CUSIP No. 26873J107 | SCHEDULE 13G | Page 5 of 6 Pages |
Item 4. Ownership:
Information with respect to the Reporting Person’s ownership as of August 23, 2023 is incorporated by reference to items (5) - (9) and (11) of the cover page for the Reporting Person.
Item 5. Ownership of Five Percent or Less of a Class.
If this 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 [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
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, other than activities solely in connection with a nomination under § 240.14a–11.
| CUSIP No. 26873J107 | SCHEDULE 13G | Page 6 of 6 Pages |
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.
Dated: August 23, 2023
| SSR Mining Inc. | |||
| By: | /s/ Michael Sparks | ||
| Name: | Michael Sparks | ||
| Title: | Executive Vice President and Chief Legal & Administrative Officer | ||