0001204459-11-001883.txt : 20110712 0001204459-11-001883.hdr.sgml : 20110712 20110712114840 ACCESSION NUMBER: 0001204459-11-001883 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110712 DATE AS OF CHANGE: 20110712 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDEN QUEEN MINING CO LTD CENTRAL INDEX KEY: 0001025362 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60713 FILM NUMBER: 11963338 BUSINESS ADDRESS: STREET 1: GOLDEN QUEEN MINING CO. LTD. STREET 2: 6411 IMPERIAL AVE. CITY: WEST VANCOUVER STATE: A1 ZIP: V7W 2J5 BUSINESS PHONE: 604-921-7570 MAIL ADDRESS: STREET 1: GOLDEN QUEEN MINING CO. LTD. STREET 2: 6411 IMPERIAL AVE. CITY: WEST VANCOUVER STATE: A1 ZIP: V7W 2J5 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AuRico Gold Inc. CENTRAL INDEX KEY: 0001078217 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 320 BAY STREET STREET 2: SUITE 1520 CITY: TORONTO STATE: A6 ZIP: M5H 4A6 BUSINESS PHONE: 647-260-8880 MAIL ADDRESS: STREET 1: 320 BAY STREET STREET 2: SUITE 1520 CITY: TORONTO STATE: A6 ZIP: M5H 4A6 FORMER COMPANY: FORMER CONFORMED NAME: Gammon Gold Inc. DATE OF NAME CHANGE: 20070613 FORMER COMPANY: FORMER CONFORMED NAME: Gammon Lake Resources Inc. DATE OF NAME CHANGE: 20060803 FORMER COMPANY: FORMER CONFORMED NAME: GAMMON LAKES RESOURCES INC /FI DATE OF NAME CHANGE: 19990203 SC 13D/A 1 sc13da2.htm SCHEDULE 13D/A Golden Queen Mining Co. Ltd.: Schedule 13D/A- Filed by newsfilecorp.com

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

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*

GOLDEN QUEEN MINING CO. LTD.
(Name of Issuer)

Common Share, without par value
(Title of Class of Securities)

38115J100
(CUSIP Number)

René Marion
President and Chief Executive Officer
AuRico Gold Inc.
(f/k/a Gammon Gold, Inc.)
320 Bay Street, Suite 1520
Toronto, Ontario M5H 2R3 Canada
(649) 260-8880
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With a copy to:
Jason K. Zachary
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10001
(212) 446-4800
July 5, 2011
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box . [  ]

* 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 disclosures provided in a prior cover page.

The information required on 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.

38115J100

 

Page 2 of 7

 

 

 

1.

NAMES OF REPORTING PERSONS

AuRico Gold Inc. (f/k/a Gammon Gold, Inc.)

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) [    ]

(b) [    ]

3.

SEC USE ONLY


 

4.

SOURCE OF FUNDS


Not Applicable

5.

CHECK  BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 

[   ]

6.

CITIZENSHIP OR PLACE OF ORGANIZATION


Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER



5,565,200 (See Item 5)

8.

SHARED VOTING POWER
 


0

9.

SOLE DISPOSITIVE POWER
 


5,565,200 (See Item 5)

10.

SHARED DISPOSITIVE POWER
 


0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


5,565,200 (See Item 5)

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 

[   ] 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


5.7% (See Item 5)

14.

TYPE OF REPORTING PERSON


CO

 

 

 


 

 

   

Page 3 of 7

 

 

 

Introductory Note

This Amendment No. 2 on Schedule 13D/A amends and supplements the Schedule 13D originally filed by AuRico Gold Inc. (f/k/a Gammon Gold Inc.) (the “Reporting Person”) on June 11, 2010 and Amendment No. 1 on Schedule 13D/A filed on June 16, 2011 (collectively, the “Schedule 13D”). This Amendment No. 2 is being filed to report the sale of Common Shares of the Issuer by the Reporting Person. Except as indicated in this Amendment No. 2, all other information set forth in the Schedule 13D remains unchanged and capitalized terms used herein that are not defined herein have the meanings set forth in the Schedule 13D.

Item 1. Security and Issuer.

This Amendment No. 2 relates to common shares, without par value (“Common Shares”), of Golden Queen Mining Co. Ltd, a corporation organized under the laws of the Province of British Columbia (the “Issuer”). The Issuer has its principal executive offices at 6411 Imperial Avenue, West Vancouver, British Columbia V7W 2J5 Canada.

Item 4. Purpose of the Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:

AuRico Gold Inc. sold 984,800 Common Shares of the Issuer in open market transactions from June 9 through July 5, 2011.

Item 5. Interest in Securities of the Issuer.

(a) The aggregate number and percentage of Common Shares of the Issuer deemed to be beneficially owned by the Reporting Person is 5,565,200 shares, which represents approximately 5.7% of the outstanding Common Shares of the Issuer. The ownership percentage is based upon 95,428,380 Common Shares of the Issuer outstanding as of May 13, 2011, as provided by the Issuer. The aggregate number of Common Shares beneficially owned by the Reporting Person consists of 3,065,200 Common Shares and 2,500,000 warrants that are currently exercisable to purchase an aggregate of 2,500,000 Common Shares.

Other than as set forth above, none of the persons set forth on Schedule A has any interest in the Common Shares of the Issuer.

(c) Except as described below, no transactions in the securities of the Issuer were effected by the Reporting Person or, to its knowledge, any other person set forth on Schedule A, during the past 60 days.


 

 

   

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The table below sets forth a list of each sale of Common Shares of the Issuer by the Reporting Person in open market transactions since the last reported transaction in Amendment No. 1 to Schedule 13D/A:

    Number of Shares     Weighted Average     Price  
Transaction Date   Sold     Price Per Share*     Range*  
June 9, 2011   27,400     $ 3.39     $ 3.36 - $3.46  
June 10, 2011   59,800     $ 3.51     $ 3.50 - $3.55  
June 13, 2011   51,900     $ 3.46     $ 3.33 - $3.56  
June 14, 2011   55,700     $ 3.41     $ 3.40 - $3.50  
June 15, 2011   40,800     $ 3.41     $ 3.38 – $3.50  
June 16, 2011   57,700     $ 3.35     $ 3.32 - $3.38  
June 17, 2011   22,800     $ 3.37     $ 3.30 - $3.40  
June 20, 2011   29,400     $ 3.31     $ 3.30 - $3.32  
June 21, 2011   91,800     $ 3.31     $ 3.28 - $3.35  
June 22, 2011   76,300     $ 3.32     $ 3.29 - $3.37  
June 23, 2011   30,500     $ 3.29     $ 3.25 - $3.35  
June 24, 2011   25,200     $ 3.26     $ 3.23 - $3.30  
June 27, 2011   91,800     $ 3.17     $ 3.04 – $3.23  
June 28, 2011   43,500     $ 2.79     $ 2.75 - $2.88  
June 29, 2011   121,400     $ 2.82     $ 2.78 – $2.86  
June 30, 2011   48,600     $ 2.82     $ 2.78 - $2.85  
July 4, 2011   11,100     $ 2.80     $ 2.80 - $2.81  
July 5, 2011   99,100     $ 2.90     $ 2.85 - $3.01  

_____________________
* Sales were completed in public open market transactions through a broker at various prices in the indicated range.


 

 

   

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 is true, complete and correct.

Date: July 12, 2011

  AURICO GOLD, INC.  
       
       
  By: /s/ Scott Perry   
  Name: Scott Perry  
  Title: Executive Vice President and Chief Financial Officer
   


 

 

   

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SCHEDULE A

CERTAIN INFORMATION REGARDING THE EXECUTIVE OFFICERS AND DIRECTORS OF AURICO GOLD, INC.

Directors

           

Name

  Principal Occupation   Business Address   Citizenship

René Marion

  President and Chief   c/o of AuRico Gold, Inc.   Canada

 

  Executive Officer of   320 Bay Street, Suite 1520    

 

  AuRico Gold, Inc.   Toronto, Ontario M5H 2R3    

 

      Canada    

 

           

Luis Chavez

  Director of Mexican   c/o of AuRico Gold, Inc.   Mexico

 

  Operations of AuRico   320 Bay Street, Suite 1520    

 

  Gold, Inc.   Toronto, Ontario M5H 2R3    

 

      Canada    

 

           

Ronald Smith

  Chartered Accountant   c/o of AuRico Gold, Inc.   Canada

 

      320 Bay Street, Suite 1520    

 

      Toronto, Ontario M5H 2R3    

 

      Canada    

 

           

George Elliott

  Barrister and Solicitor   c/o of AuRico Gold, Inc.   Canada

 

      320 Bay Street, Suite 1520    

 

      Toronto, Ontario M5H 2R3    

 

      Canada    

 

           

Terrence Cooper

  Barrister and Solicitor   c/o Cooper & McDonald   Canada

 

      1669 Granville Street    

 

      Halifax, Nova Scotia B3J 1X2    

 

      Canada    

 

           

Colin K. Benner

  Chairman   c/o Capstone Mining Corp.   Canada

 

  Capstone Mining   Suite 900-999 West Hastings    

 

  Corporation   Street    

 

      Vancouver, British Columbia    

 

      V6C 2W2    

 

      Canada    

 

           

Richard M. Colterjohn

  Managing Partner and   c/o Glencoban Capital   United States

 

  Principal, Glencoban   Management    

 

  Capital Management   130 Bloor St. W Suite 905    

 

  Incorporated   Toronto, Ontario M5S 1N5    

 

      Canada    

 

           

Alan R. Edwards

  President & Chief   c/o Cooper One Inc.   Canada

 

  Executive Office,   1980-1075 West Georgia Street    

 

  Cooper One   Vancouver, British Columbia    

 

  Incorporated   V6E 3C9    

 

      Canada    

 

           

Joseph Spiteri

  Principal Mining   c/o of AuRico Gold, Inc.   Canada

 

  Consultant, SGM   320 Bay Street, Suite 1520    

 

  Consultants Incorporated   Toronto, Ontario M5H 2R3    

 

      Canada    


 

 

   

Page 7 of 7

 

 

 

Executive Officers  
René Marion President, Chief Executive Officer and Director
Scott Perry Executive Vice President and Chief Financial Officer
Russell Tremayne Executive Vice President and Chief Operating Officer
Chris Bostwick Senior Vice President, Technical Services
Peter Drobeck Senior Vice President, Exploration and Business Development
Luis Chavez Director of Mexican Operations and Director
Chris Richter Vice President, Corporate Development

The principal occupation of each of the executive officers listed above is serving as an employee of the Reporting Person in their respective capacity listed above. Each of the executive officers listed above is a citizen of the Canada, except Chris Bostwick, who is a citizen of the United States of America, and Luis Chavez, who is a citizen of Mexico, and the principal business address of each such individual is c/o of AuRico Gold, Inc., 320 Bay Street, Suite 1520, Toronto, Ontario M5H 2R3, telephone (649) 260-8880.

The filing of this Amendment No. 2 to Schedule 13D shall not be construed as an admission that any of such individuals is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this Amendment No. 2 to Schedule 13D.