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| FORM 4 |
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
| ( 1 )On March 2, 2018, Waterton Mining Parallel Fund Offshore Master, LP, a Cayman Islands limited partnership ("Waterton Mining LP"), purchased 1,571,561 Common Shares and Waterton Precious Metals Fund II Cayman, LP, a Cayman Islands limited partnership ("Waterton Fund II") purchased 1,571,562 Common Shares, in each case at an average price of Cdn$1.76. Converted into USD using an exchange rate of Cdn$1.2891=US$1.00 as of March 2, 2018, the average price at which the Common Shares were purchased was US$1.37 per share.|
( 2 )This amendment to Form 4 is being filed to include the CIK codes for Waterton Global Resource Management, Inc., an Ontario corporation ("WGRM Inc."), Waterton Mining Parallel Fund Offshore GP Corp., a Cayman Islands corporation ("Waterton Mining GP"), Waterton Nevada Splitter, LLC, a Nevada limited liability company ("Waterton Nevada"), Waterton Fund II, Waterton Global Resource Management, LP, a Cayman Islands limited partnership ("WGRM LP"), Waterton Global Resource Management Cayman Corp., a Cayman Islands corporation ("WGRM Corp."), Richard J. Wells ("Wells"), a Canadian citizen, Cheryl Brandon ("Brandon"), a Canadian citizen, Kanwaljit Toor ("Toor"), a Canadian citizen, Kalman Schoor ("Schoor"), a United States citizen, and Isser Elishis ("Elishis"), a United States citizen, which were omitted from the original Form 4 filed on March 6, 2018 (the "Original Form 4").
( 3 )Continued from footnote 2: The reporting persons are re-reporting the transactions reported on the Original Form 4 to gain access to the EDGAR filing system. In addition to Waterton Mining LP, this Form 4 is being jointly filed by WGRM Inc., Waterton Mining GP, Waterton Nevada, Waterton Fund II, WGRM LP, WGRM Corp., Wells, Brandon, Toor, Schoor and Elishis. See Remarks below.
( 4 )WGRM Inc. is the sole shareholder of Waterton Mining GP and also provides investment advisory services to Waterton Mining LP. Waterton Mining GP is the general partner of Waterton Mining LP. WGRM Inc. is the sole shareholder of WGRM Corp. and also provides investment advisory services to Waterton Fund II. WGRM Corp. is the general partner of WGRM LP. WGRM LP is the general partner of Waterton Fund II. Waterton Fund II is the holder of a majority of the outstanding membership interests of Waterton Nevada. Elishis is the sole manager of Waterton Nevada. Wells, Brandon, Toor, Schoor and Elishis are the shareholders of WGRM Inc.
( 5 )After giving effect to the transactions reported on this Form 4, Waterton Mining LP directly beneficially owns 7,068,621 Common Shares.
( 6 )Continued from footnote 5: The remaining 9,679,316 Common Shares reported on this Form 4 as being indirectly owned by Waterton Mining LP are owned as follows: Waterton Nevada directly beneficially owns 2,600,000 Common Shares (excluding the 5,000,000 Common Shares issuable upon the exercise of warrants to purchase Common Shares reported on Form 3). Waterton Fund II directly beneficially owns 7,079,316 Common Shares and indirectly owns the 2,600,000 Common Shares beneficially owned directly by Waterton Nevada (excluding the warrants referred to above). Waterton Mining GP indirectly beneficially owns 7,068,621 Common Shares. Each of WGRM LP and WGRM Corp. indirectly beneficially owns 9,679,316 Common Shares (excluding the warrants referred to above). Each of WGRM Inc., Wells, Brandon, Toor, Schoor and Elishis indirectly beneficially owns 16,747,937 Common Shares (excluding the warrants referred to above).
( 7 )Waterton Nevada directly beneficially owns warrants to purchase 5,000,000 Common Shares. Each warrant entitles the holder on exercise to buy one Common Share at a purchase price of Cdn$6.00 per share, subject to certain anti-dilution adjustments. The warrants are currently exercisable and expire upon the earlier of (i) 5:00 PM (Toronto time) on April 3, 2032 and (ii) 5:00 PM (Toronto time) on the date that is 60 days following the delivery to Waterton Nevada of written notice that the closing price of the Common Shares on the stock exchange or other market on which the trading in the Common Shares primarily occurs equals or exceeds a 100% premium to the exercise price of the warrants for a period of 60 consecutive trading days. Converted into USD using an exchange rate of Cdn$1.2891=US$1.00 as of March 2, 2018, the exercise price of the warrant is US$4.65 per share.
( 8 )Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement. Each of Wells, Brandon, Toor, Schoor and Elishis disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
Each of Waterton Global Resource Management, Inc., Waterton Mining Parallel Fund Offshore GP Corp., Waterton Nevada Splitter, LLC, Waterton Precious Metals Fund II Cayman, LP, Waterton Global Resource Management, LP and Waterton Global Resource Management Cayman Corp. (collectively, the "Entities") is also a reporting person. Since the SEC's filing system will not accept CIK and CCC codes from more than ten joint filers of a report, Waterton Mining Parallel Fund Offshore Master, LP and the Entities have filed a separate Form 4 that relates to the same securities reported herein. Thus, in total, there are 12 joint filers: the Entities, Waterton Mining Parallel Fund Offshore Master, LP and each of the other persons that is a signatory to this Form 4.
|* If the form is filed by more than one reporting person, see Instruction 4(b)(v).|
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).|