SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1 )1
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KISKA METALS CORPORATION
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(Name of Issuer)
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Common Stock, no par value
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(Title of Class of Securities)
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497725101
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(CUSIP Number)
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Geologic Resource Partners, LLC
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535 Boylston Street, Top Floor
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Boston, MA 02116
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Attn: Julie Siegel
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Tel: (617) 849-8922
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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August 5, 2009
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(Date of Event Which Requires Filing of This Statement)
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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Geologic Resource Partners, LLC
EIN No.:
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|||
2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [X]
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|||
3.
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SEC USE ONLY
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||||
4.
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SOURCE OF FUNDS
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OO
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|||
5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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[ ]
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|||
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
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0
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||
8.
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SHARED VOTING POWER
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28,659,485 Shares
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|||
9.
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SOLE DISPOSITIVE POWER
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0
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|||
10.
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SHARED DISPOSITIVE POWER
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28,659,485 Shares
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|||
11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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28,659,485 Shares
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|||
12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
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||||
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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28.88%*
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|||
14.
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TYPE OF REPORTING PERSON
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CO
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*
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Based on 99,253,559 Shares outstanding as of September 30, 2013, as reported in the Issuer’s 6-K filed with the Securities and Exchange Commission on November 29, 2013.
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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Geologic Resource Fund Ltd
EIN No.:
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|||
2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [X]
|
|||
3.
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SEC USE ONLY
|
||||
4.
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SOURCE OF FUNDS
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OO
|
|||
5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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[ ]
|
|||
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
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0
|
||
8.
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SHARED VOTING POWER
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8,817,648
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|||
9.
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SOLE DISPOSITIVE POWER
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0
|
|||
10.
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SHARED DISPOSITIVE POWER
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8,817,648
|
|||
11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,817,648
|
|||
12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||||
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.88%*
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|||
14.
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TYPE OF REPORTING PERSON
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CO
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*
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Based on 99,253,559 Shares outstanding as of September 30, 2013, as reported in the Issuer’s 6-K filed with the Securities and Exchange Commission on November 29, 2013.
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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Geologic Resource Fund L.P.
EIN No.:
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||||
2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [X]
|
||||
3.
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SEC USE ONLY
|
|||||
4.
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SOURCE OF FUNDS
|
OO
|
||||
5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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[ ]
|
||||
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
0
|
|||
8.
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SHARED VOTING POWER
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7,880,562*
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||||
9.
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SOLE DISPOSITIVE POWER
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0
|
||||
10.
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SHARED DISPOSITIVE POWER
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7,880,562*
|
||||
11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,880,562*
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||||
12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|||||
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.94%**
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||||
14.
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TYPE OF REPORTING PERSON
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PN
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*
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Based on 99,253,559 Shares outstanding as of September 30, 2013, as reported in the Issuer’s 6-K filed with the Securities and Exchange Commission on November 29, 2013.
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1.
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NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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Geologic Resource Opportunities Fund Ltd
EIN No.:
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|||
2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [X]
|
|||
3.
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SEC USE ONLY
|
||||
4.
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SOURCE OF FUNDS
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OO
|
|||
5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
[ ]
|
|||
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
0
|
||
8.
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SHARED VOTING POWER
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10,517,091*
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|||
9.
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SOLE DISPOSITIVE POWER
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0
|
|||
10.
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SHARED DISPOSITIVE POWER
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10,517,091*
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|||
11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,517,091*
|
|||
12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||||
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.60%**
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|||
14.
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TYPE OF REPORTING PERSON
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CO
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*
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Based on 99,253,559 Shares outstanding as of September 30, 2013, as reported in the Issuer’s 6-K filed with the Securities and Exchange Commission on November 29, 2013.
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(a)
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The responses to Items 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference.
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(b)
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The responses to Items 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference.
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(c)
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None of the Reporting Persons has effected any transactions in the Common Stock since the initial Schedule 13D filing. The changes in the number of shares of Common Stock reported as beneficially owned are the result of the expiration of certain warrants held by the Reporting Persons, and the changes in the percentage beneficial ownership are the result of a change in the number of shares of Common Stock outstanding.
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(d) |
The Common Stock reported on the initial statement on Schedule 13D as purchased by Geologic Resource Partners, LLC (“GRP LLC) were purchased on behalf of various private investment entities including Geologic Resource Fund L.P. (“GRF LP”), Geologic Resource Fund Ltd. (“GRF Ltd.”) and GRO Ltd (together with GRF LP and GRF Ltd., the “Funds”).
This statement on Schedule 13D is being jointly filed by GRP LLC and each of the Funds. GRP LLC is a registered investment adviser and acts as an investment adviser to certain private investment entities, including the Funds. GRP LLC also acts as general partner of GRF LP. GRP LLC may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended, of the Common Stock directly owned by the Funds.
GRI Holdings LLC ("GRI Holdings") is the majority owner and manager of GRP LLC. George Ring Ireland ("Mr. Ireland"), Chief Investment Officer of GRP LLC, is the majority owner of GRI Holdings, and is, therefore, a majority indirect owner of GRP. By virtue of these relationships, GRI Holdings and Mr. Ireland may be deemed to beneficially own the Common Stock held by the Funds; however, the filing of this statement shall not be construed as an admission that GRI Holdings or Mr. Ireland is the beneficial owner of the Common Stock held by the Funds.
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(e)
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Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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GEOLOGIC RESOURCE FUND, LTD
GEOLOGIC RESOURCE FUND LP
GEOLOGIC RESOURCE OPPORTUNITIES
FUND, LTD
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By:
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Geologic Resource Partners LLC, its
Investment manager
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By:
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/s/ George R. Ireland
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Name: George R. Ireland
Title: Chief Investment Officer
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GEOLOGIC RESOURCE PARTNERS LLC
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By:
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/s/ George R. Ireland
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Name: George R. Ireland
Title: Manager and Member
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GEOLOGIC RESOURCE FUND, LTD
GEOLOGIC RESOURCE FUND LP
GEOLOGIC RESOURCE OPPORTUNITIES
FUND, LTD
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By:
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Geologic Resource Partners LLC, its
Investment manager
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By:
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/s/ George R. Ireland
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Name: George R. Ireland
Title: Chief Investment Officer
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GEOLOGIC RESOURCE PARTNERS LLC
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By:
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/s/ George R. Ireland
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Name: George R. Ireland
Title: Manager and Member
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