SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under
the Securities Exchange Act of 1934
(Amendment No. _)
Pretium Resources
Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
74139C102
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing
of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / 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 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).
2
CUSIP No. 74139C102
1. Name of Reporting Person:
Passport Special Opportunities Master Fund, LP
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: British Virgin Islands
| Number of shares beneficially owned by each reporting person with: | 5. Sole Voting Power: -0- 6. Shared Voting Power: 1,500,000 (see Item 2 & 4) 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 1,500,000 (see Item 2 & 4) |
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,500,000
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 1.73% *
12. Type of Reporting Person: PN
____________________| * |
This percentage is based on the 86,860,086 shares issued and outstanding as reported by the Issuer in its Management's Discussion and Analysis ending September 30, 2011 |
3
CUSIP No. 74139C102
1. Name of Reporting Person:
Passport Materials Master Fund, LP
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: British Virgin Islands
| Number of shares beneficially owned by each reporting person with: | 5. Sole Voting Power: -0- 6. Shared Voting Power: 377,193 (see Item 2 & 4) 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 377,193 (see Item 2 & 4) |
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
377,193
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.43% *
12. Type of Reporting Person: LP
____________________| * |
This percentage is based on the 86,860,086 shares issued and outstanding as reported by the Issuer in its Management's Discussion and Analysis ending September 30, 2011 |
4
CUSIP No. 74139C102
1. Name of Reporting Person:
Passport Materials Master Fund II, LP
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: British Virgin Islands
| Number of shares beneficially owned by each reporting person with: | 5. Sole Voting Power: -0- 6. Shared Voting Power: 263,213 (see Item 2 & 4) 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 263,213 (see Item 2 & 4) |
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
263,213
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.30% *
12. Type of Reporting Person: LP
____________________| * |
This percentage is based on the 86,860,086 shares issued and outstanding as reported by the Issuer in its Management's Discussion and Analysis ending September 30, 2011 |
5
CUSIP No. 74139C102
1. Name of Reporting Person:
Blackwell Partners, LLC
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Georgia
| Number of shares beneficially owned by each reporting person with: | 5. Sole Voting Power: -0- 6. Shared Voting Power: 318,209 (see Item 2 & 4) 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 318,209 (see Item 2 & 4) |
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
318,209*
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.37 %**
12. Type of Reporting Person: OO
____________________| * |
Number includes 30,200 shares of common stock and 288,009 shares of common stock issuable upon conversion of certain convertible notes of the issuer held by the reporting persons. |
| ** |
This percentage is based on the 86,860,086 shares issued and outstanding as reported by the Issuer in its Management's Discussion and Analysis ending September 30, 2011 |
6
CUSIP No. 74139C102
1. Name of Reporting Person:
Gothic Corporation
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: North Carolina
| Number of shares beneficially owned by each reporting person with: | 5. Sole Voting Power: -0- 6. Shared Voting Power: 165,469 (see Item 2 & 4) 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 165,469 (see Item 2 & 4) |
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
165,469*
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.19% **
12. Type of Reporting Person: OO
____________________| * |
Number includes 15,704 shares of common stock and 149,765 shares of common stock issuable upon conversion of certain convertible notes of the issuer held by the reporting persons. |
| ** |
This percentage is based on the 86,860,086 shares issued and outstanding as reported by the Issuer in its Management's Discussion and Analysis ending September 30, 2011 |
7
CUSIP No. 74139C102
1. Name of Reporting Person:
The Duke Endowment
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: North Carolina
| Number of shares beneficially owned by each reporting person with: | 5. Sole Voting Power: -0- 6. Shared Voting Power: 73,824 (see Item 2 & 4) 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 73,824 (see Item 2 & 4) |
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
73,824*
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.08% **
12. Type of Reporting Person: OO
____________________| * |
Number includes 7,006 shares of common stock and 66,818 shares of common stock issuable upon conversion of certain convertible notes of the issuer held by the reporting persons. |
| ** |
This percentage is based on the 86,860,086 shares issued and outstanding as reported by the Issuer in its Management's Discussion and Analysis ending September 30, 2011 |
8
CUSIP No. 74139C102
1. Name of Reporting Person:
Gothic ERP
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: North Carolina
| Number of shares beneficially owned by each reporting person with: | 5. Sole Voting Power: -0- 6. Shared Voting Power: 22,593 (see Item 2 & 4) 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 22,593 (see Item 2 & 4) |
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
22,593*
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.03% **
12. Type of Reporting Person: OO
____________________| * |
Number includes 2,144 shares of common stock and 20,449 shares of common stock issuable upon conversion of certain convertible notes of the issuer held by the reporting persons. |
| ** |
This percentage is based on the 86,860,086 shares issued and outstanding as reported by the Issuer in its Management's Discussion and Analysis ending September 30, 2011 |
9
CUSIP No. 74139C102
1. Name of Reporting Person:
Gothic HSP
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: North Carolina
| Number of shares beneficially owned by each reporting person with: | 5. Sole Voting Power: -0- 6. Shared Voting Power: 56,323 (see Item 2 & 4) 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 56,323 (see Item 2 & 4) |
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
56,323*
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.06% **
12. Type of Reporting Person: OO
____________________| * |
Number includes 5,345 shares of common stock and 50,978 shares of common stock issuable upon conversion of certain convertible notes of the issuer held by the reporting persons. |
| ** |
This percentage is based on the 86,860,086 shares issued and outstanding as reported by the Issuer in its Management's Discussion and Analysis ending September 30, 2011 |
10
CUSIP No. 74139C102
1. Name of Reporting Person:
Norges Bank (Central Bank of Norway)
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Norway
| Number of shares beneficially owned by each reporting person with: | 5. Sole Voting Power: 2,409,930 6. Shared Voting Power: 0 (see Item 2 & 4) 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 2,409,930 (see Item 2 & 4) |
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,409,930
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 2.77% *
12. Type of Reporting Person: FI
____________________| * |
This percentage is based on the 86,860,086 shares issued and outstanding as reported by the Issuer in its Management's Discussion and Analysis ending September 30, 2011 |
11
CUSIP No. 74139C102
1. Name of Reporting Person:
Passport Plus, LLC
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
| Number of shares beneficially owned by each reporting person with: | 5. Sole Voting Power: -0- 6. Shared Voting Power: 1,500,000 (see Item 2 & 4) 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 1,500,000 (see Item 2 & 4) |
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,500,000
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 1.73% *
12. Type of Reporting Person: OO
____________________| * |
This percentage is based on the 86,860,086 shares issued and outstanding as reported by the Issuer in its Management's Discussion and Analysis ending September 30, 2011 |
12
CUSIP No. 74139C102
1. Name of Reporting Person:
Passport Advisors, LP
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
| Number of shares beneficially owned by each reporting person with: | 5. Sole Voting Power: -0- 6. Shared Voting Power: 640,406 (see Item 2 & 4) 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 640,406 (see Item 2 & 4) |
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
640,406
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.74% *
12. Type of Reporting Person: LP
____________________| * |
This percentage is based on the 86,860,086 shares issued and outstanding as reported by the Issuer in its Management's Discussion and Analysis ending September 30, 2011 |
13
CUSIP No. 74139C102
1. Name of Reporting Person:
Passport Holdings, LLC
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
| Number of shares beneficially owned by each reporting person with: | 5. Sole Voting Power: -0- 6. Shared Voting Power: 640,406 (see Item 2 & 4) 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 640,406 (see Item 2 & 4) |
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
640,406
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.74% *
12. Type of Reporting Person: OO
____________________| * |
This percentage is based on the 86,860,086 shares issued and outstanding as reported by the Issuer in its Management's Discussion and Analysis ending September 30, 2011 |
14
CUSIP No. 74139C102
1. Name of Reporting Person:
Passport Capital, LLC
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
| Number of shares beneficially owned by each reporting person with: | 5. Sole Voting Power: -0- 6. Shared Voting Power: 4,868,545 (see Item 2 & 4) 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 4,868,545 (see Item 2 & 4) |
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,868,545
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 5.61% *
12. Type of Reporting Person: IA
____________________| * |
This percentage is based on the 86,860,086 shares issued and outstanding as reported by the Issuer in its Management's Discussion and Analysis ending September 30, 2011 |
15
CUSIP No. 74139C102
1. Name of Reporting Person:
John Burbank
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: United States
| Number of shares beneficially owned by each reporting person with: | 5. Sole Voting Power: -0- 6. Shared Voting Power: 4,868,545 (see Item 2 & 4) 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 4,868,545 (see Item 2 & 4) |
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,868,545
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 5.61% *
12. Type of Reporting Person: IN
____________________| * |
This percentage is based on the 86,860,086 shares issued and outstanding as reported by the Issuer in its Management's Discussion and Analysis ending September 30, 2011 |
16
| Item 1(a). | Name of Issuer: |
| Pretium Resources Inc. (the “Company”). | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
| 570 Granville Street, Suite 1600 | |
| Vancouver, British Columbia | |
| Canada V6C 3P1 | |
| Item 2(a). | Name of Persons Filing: |
| Passport Special Opportunities Master Fund, LP (“Fund I”); | |
| Passport Materials Master Fund, LP (“Fund II”); | |
| Passport Materials Master Fund II, LP (“Fund III”); | |
| Blackwell Partners, LLC (“Account I”); with respect to the shares of Common | |
| Stock directly owned by it; | |
| Gothic Corporation; | |
| The Duke Endowment; | |
| Gothic ERP; and | |
| Gothic HSP. | |
| Norges Bank (Central Bank of Norway) (“Account II”); | |
| Passport Plus, LLC (“Passport Plus”); | |
| Passport Advisors, LP (“Passport Advisors”); | |
| Passport Holdings, LLC (“Passport Holdings”); | |
| Passport Capital, LLC (“Passport Capital”); and | |
| John Burbank (“Burbank”, together with Fund I, Fund II, Fund III, Account I, | |
| Account II, Passport Plus, Passport Advisors, Passport Holdings, and | |
| Passport Capital, the Reporting Persons). | |
|
Burbank is the sole managing member of Passport Capital which serves as investment manager to Fund I, Fund II, Fund III, Account I and Account II. Passport Plus is the general partner of Fund I. Passport Advisors is the general partner of Fund II and Fund III. Passport Holdings is the general partner of Passport Advisors. Passport Capital is the managing member of Passport Plus and Passport Holdings. As a result, each of Burbank and Passport Capital may be considered to share the power to vote or direct the vote of, and the power to dispose or direct the disposition of all Shares owned of record by Fund I, Fund II, Fund III, Account I, and Account II, except in the case of Account II which maintains sole power to vote or direct the vote of their beneficially owned shares. Additionally various other entities may be considered to share the power to vote or direct the vote of, and the power to dispose or direct the disposition of all Shares, specifically Passport Plus in regards to shares beneficially held by Fund I, and both Passport Advisors and Passport Holdings in regards to shares beneficially held by Fund II and Fund III. This statement on Schedule 13G shall not be construed as an admission that any of the Reporting Persons (other than the Fund I, Fund II, Fund III, Account I and Account II) is the beneficial owner of the securities covered by this statement. |
17
| Item 2(b). | Address of Principal Business Office: |
| For each Reporting Person: | |
| C/O PASSPORT CAPITAL | |
| 30 HOTALING PLACE SUITE 300 | |
| SAN FRANCISCO, CA 94111 | |
| Item 2(c). | Citizenship: |
| See row 4 of each Reporting Persons’ respective cover page. | |
| Item 2(d). | Title of Class of Securities: |
| Common Shares of the Company (the “Common Shares”) | |
| Item 2(e). | CUSIP Number: |
| 74139C102 | |
| Item 3. | Not applicable. |
| Item 4. | Ownership* |
| (a) |
Amount beneficially owned: | |
|
See Item 9 of each Reporting Persons’ respective cover page. | ||
| (b) |
Percent of class: | |
|
See Item 11 of each Reporting Persons’ respective cover page. | ||
| (c) |
Number of shares for which each Reporting Person has sole or shared voting on disposition: | |
|
See Items 5-8 of each Reporting Persons’ respective cover page. |
|
* Includes 4,580,536 shares of common stock and 288,009 shares of common stock issuable upon conversion of certain convertible notes of the issuer held by the reporting persons. | |
| 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. |
18
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company |
|
Not Applicable. | |
| Item 8. |
Identification and Classification of Members of the Group |
|
Not Applicable. | |
| Item 9. |
Notice of Dissolution of a 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. |
19
SIGNATURE
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: February 14, 2012
| PASSPORT SPECIAL OPPORTUNITIES MASTER FUND, LP | ||
| By: PASSPORT PLUS, LLC, | ||
| as General Partner | ||
| By: | PASSPORT CAPITAL, LLC, | |
| as Managing Member | ||
| By: | /s/ JOHN BURBANK | |
| John Burbank | ||
| Managing Member | ||
| PASSPORT MATERIALS MASTER FUND, LP | ||
| By: PASSPORT ADVISORS, LP | ||
| as General Partner | ||
| By: | PASSPORT HOLDINGS, LLC, | |
| as General Partner | ||
| By: | PASSPORT CAPITAL, LLC, | |
| as Managing Member | ||
| By: | /s/ JOHN BURBANK | |
| John Burbank | ||
| Managing Member | ||
| PASSPORT MATERIALS MASTER FUND II, LP | ||
| By: PASSPORT ADVISORS, LP | ||
| as General Partner | ||
| By: | PASSPORT HOLDINGS, LLC, | |
| as General Partner | ||
20
| By: | PASSPORT CAPITAL, LLC, | |
| as Managing Member | ||
| By: | /s/ JOHN BURBANK | |
| John Burbank | ||
| Managing Member | ||
| BLACKWELL PARTNERS, LLC | ||
| By: | /s/ BART BRUNK | |
| Bart Brunk | ||
| Controller | ||
| GOTHIC CORPORATION | ||
| By: | /s/ BART BRUNK | |
| Bart Brunk | ||
| Authorized Officer | ||
| THE DUKE ENDOWMENT | ||
| By: | /s/ BART BRUNK | |
| Bart Brunk | ||
| Authorized Officer | ||
| GOTHIC ERP | ||
| By: | /s/ BART BRUNK | |
| Bart Brunk | ||
| Authorized Officer | ||
| GOTHIC HSP | ||
| By: | /s/ BART BRUNK | |
| Bart Brunk | ||
| Authorized Officer | ||
21
| NORGES BANK (CENTRAL BANK OF NORWAY) | ||
| By: | PASSPORT CAPITAL, LLC, | |
| as Investment Advisor | ||
| By: | /s/ JOHN BURBANK | |
| John Burbank | ||
| Managing Member | ||
| PASSPORT PLUS, LLC | ||
| By: | PASSPORT CAPITAL, LLC, | |
| as Managing Member | ||
| By: | /s/ JOHN BURBANK | |
| John Burbank, | ||
| Managing Member | ||
| PASSPORT ADVISORS, LP | ||
| By: | PASSPORT HOLDINGS, LLC, | |
| as General Partner | ||
| By: | PASSPORT CAPITAL, LLC, | |
| as Managing Member | ||
| By: | /s/ JOHN BURBANK | |
| John Burbank, | ||
| Managing Member | ||
| PASSPORT HOLDINGS, LLC | ||
| By: | PASSPORT CAPITAL, LLC, | |
| as Managing Member | ||
| By: | /s/ JOHN BURBANK | |
| John Burbank, | ||
| Managing Member | ||
22
| PASSPORT CAPITAL, LLC | ||
| By: | /s/ JOHN BURBANK | |
| John Burbank, | ||
| Managing Member | ||
| /s/ JOHN BURBANK | ||
| John Burbank | ||
| JOHN BURBANK | ||
| By: | /s/ JOHN BURBANK | |
23
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them the statement on Schedule 13G to which this agreement is attached as an exhibit.
The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on February 11, 2011.
| PASSPORT SPECIAL OPPORTUNITIES MASTER FUND, LP | ||
| By: | PASSPORT PLUS, LLC, | |
| as General Partner | ||
| By: | PASSPORT CAPITAL, LLC, | |
| as Managing Member | ||
| By: /s/ JOHN BURBANK | ||
| John Burbank | ||
| Managing Member | ||
| PASSPORT MATERIALS MASTER FUND, LP | ||
| By: | PASSPORT ADVISORS, LP | |
| as General Partner | ||
| By: | PASSPORT HOLDINGS, LLC, | |
| as General Partner | ||
| By: | PASSPORT CAPITAL, LLC, | |
| as Managing Member | ||
24
| By: | /s/ JOHN BURBANK | |
| John Burbank | ||
| Managing Member | ||
| PASSPORT MATERIALS MASTER FUND II, LP | ||
| By: | PASSPORT ADVISORS, LP | |
| as General Partner | ||
| By: | PASSPORT HOLDINGS, LLC, | |
| as General Partner | ||
| By: | PASSPORT CAPITAL, LLC, | |
| as Managing Member | ||
| By: | /s/ JOHN BURBANK | |
| John Burbank | ||
| Managing Member | ||
| BLACKWELL PARTNERS, LLC | ||
| By: | /s/ BART BRUNK | |
| Bart Brunk | ||
| Controller | ||
| GOTHIC CORPORATION | ||
| By: | /s/ BART BRUNK | |
| Bart Brunk | ||
| Authorized Officer | ||
| THE DUKE ENDOWMENT | ||
| By: | /s/ BART BRUNK | |
| Bart Brunk | ||
| Authorized Officer | ||
25
| GOTHIC ERP | ||
| By: | /s/ BART BRUNK | |
| Bart Brunk | ||
| Authorized Officer | ||
| GOTHIC HSP | ||
| By: | /s/ BART BRUNK | |
| Bart Brunk | ||
| Authorized Officer | ||
| NORGES BANK (CENTRAL BANK OF NORWAY) | ||
| By: | PASSPORT CAPITAL, LLC, | |
| as Investment Advisor | ||
| By: | /s/ JOHN BURBANK | |
| John Burbank | ||
| Managing Member | ||
| PASSPORT PLUS, LLC | ||
| By: | PASSPORT CAPITAL, LLC, | |
| as Managing Member | ||
| By: | /s/ JOHN BURBANK | |
| John Burbank, | ||
| Managing Member | ||
| PASSPORT ADVISORS, LP | ||
| By: | PASSPORT HOLDINGS, LLC, | |
| as General Partner | ||
26
| By: | PASSPORT CAPITAL, LLC, | |
| as Managing Member | ||
| By: | /s/ JOHN BURBANK | |
| John Burbank, | ||
| Managing Member | ||
| PASSPORT HOLDINGS, LLC | ||
| By: | PASSPORT CAPITAL, LLC, | |
| as Managing Member | ||
| By: | /s/ JOHN BURBANK | |
| John Burbank, | ||
| Managing Member | ||
| PASSPORT CAPITAL, LLC | ||
| By: | /s/ JOHN BURBANK | |
| John Burbank, | ||
| Managing Member | ||
| /s/ JOHN BURBANK | ||
| John Burbank | ||
| JOHN BURBANK | ||
| By: | /s/ JOHN BURBANK |