0001204459-11-002052.txt : 20110802 0001204459-11-002052.hdr.sgml : 20110802 20110802135537 ACCESSION NUMBER: 0001204459-11-002052 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110802 DATE AS OF CHANGE: 20110802 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: 111003019 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 sch13da3.htm SCHEDULE 13D/A AuRico Gold Inc.: 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. 3)*

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
(647) 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 25, 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

   

 

 

 

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



4,879,900 (See Item 5)

8.

SHARED VOTING POWER
 


0

9.

SOLE DISPOSITIVE POWER
 


4,879,900 (See Item 5)

10.

SHARED DISPOSITIVE POWER
 


0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


4,879,900 (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)


4.9% (See Item 5)

14.

TYPE OF REPORTING PERSON


CO

 

Introductory Note

This Amendment No. 3 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, Amendment No. 1 on Schedule 13D/A filed on June 16, 2011 and Amendment No. 2 on Schedule 13D/A filed on July 12, 2011 (collectively, the “Schedule 13D”). This Amendment No. 3 is being filed to report the sale of Common Shares of the Issuer by the Reporting Person. Except as indicated in this Amendment No. 3, 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. 3 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 685,300 Common Shares of the Issuer in open market transactions from July 6 through July 25, 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 4,879,900 shares, which represents approximately 4.9% 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 2,379,900 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.


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. 2 to Schedule 13D/A:

    Number of Shares   Weighted Average   Price
Transaction Date   Sold   Price Per Share*   Range*
July 6, 2011   36,200   $3.15   $3.07 - $3.27
July 7, 2011   12,600   $3.17   $3.15 - $3.25
July 8, 2011   5,800   $3.22   $3.20 - $3.25
July 11, 2011   27,100   $3.17   $3.13 - $3.28
July 12, 2011   64,100   $3.02   $3.00 – $3.07
July 13, 2011   90,400   $3.16   $3.10 - $3.23
July 14, 2011   34,900   $3.15   $3.10 - $3.25
July 15, 2011   37,500   $3.12   $3.07 - $3.20
July 18, 2011   75,600   $3.13   $3.10 - $3.20
July 19, 2011   51,200   $3.10   $3.08 - $3.15
July 20, 2011   49,900   $3.12   $3.03 - $3.15
July 21, 2011   36,700   $3.01   $3.00 - $3.02
July 22, 2011   91,400   $3.03   $3.00 – $3.11
July 25, 2011   71,900   $3.04   $3.00 - $3.05

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

(e) The Reporting Person ceased to the beneficial owner of more than 5% of the outstanding shares of Common Stock on July 25, 2011.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 is true, complete and correct.

Date: July 29, 2011

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


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    


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. 3 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. 3 to Schedule 13D.