0001144204-19-008149.txt : 20190214 0001144204-19-008149.hdr.sgml : 20190214 20190214163642 ACCESSION NUMBER: 0001144204-19-008149 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 GROUP MEMBERS: PACIFIC ROAD RESOURCES RENO CREEK AIV 1 LP GROUP MEMBERS: PACIFIC ROAD RESOURCES RENO CREEK AIV 2 LP GROUP MEMBERS: PACIFIC ROAD RESOURCES RENO CREEK AIV 3 LP GROUP MEMBERS: PACIFIC ROAD RESOURCES RENO CREEK AIV 4 LP GROUP MEMBERS: PACIFIC ROAD RESOURCES RENO CREEK CAYCO 1 LTD. GROUP MEMBERS: PACIFIC ROAD RESOURCES RENO CREEK CAYCO 2 LTD. GROUP MEMBERS: PACIFIC ROAD RESOURCES RENO CREEK CAYCO 3 LTD. GROUP MEMBERS: PACIFIC ROAD RESOURCES RENO CREEK CAYCO 4 LTD. GROUP MEMBERS: PRCM NOMINEES PTY LTD GROUP MEMBERS: RENO CREEK UNIT TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: URANIUM ENERGY CORP CENTRAL INDEX KEY: 0001334933 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 980399476 STATE OF INCORPORATION: NV FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81210 FILM NUMBER: 19607286 BUSINESS ADDRESS: STREET 1: 500 NORTH SHORELINE BOULEVARD STREET 2: SUITE 800N CITY: CORPUS CHRISTI STATE: TX ZIP: 78401 BUSINESS PHONE: 361-888-8235 MAIL ADDRESS: STREET 1: 500 NORTH SHORELINE BOULEVARD STREET 2: SUITE 800N CITY: CORPUS CHRISTI STATE: TX ZIP: 78401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pacific Road Capital Management G.P. Ltd CENTRAL INDEX KEY: 0001505725 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 89 NEXUS WAY CITY: CAMANA BAY STATE: E9 ZIP: KY1-9007 BUSINESS PHONE: 1-345-945-6264 MAIL ADDRESS: STREET 1: 89 NEXUS WAY CITY: CAMANA BAY STATE: E9 ZIP: KY1-9007 SC 13G/A 1 tv513508_sc13ga.htm SC 13G/A

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Uranium Energy Corp.

(Name of Issuer)

 

 

Common Stock

(Title of Class of Securities)

 

916896103

(CUSIP Number)

 

December 31, 2018

(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 the disclosures provided in a prior cover page.

 

The information required in 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.

 

 

 

 

 - 2 -  

  

1.  

Name of reporting person

Pacific Road Resources Reno Creek Cayco 1 Ltd.

2.  

Check the appropriate box if a member of a group

(a) ¨ (b) ¨

 

3.  

SEC use only

 

4.  

Citizenship or place of organization

 

Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  5.  

Sole voting power

 

4,656,824*

  6.  

Shared voting power

 

0

  7.  

Sole dispositive power

 

4,656,824*

  8.  

Shared dispositive power

 

0

9.  

Aggregate amount beneficially owned by each reporting person

 

4,656,824*

10.  

Check box if the aggregate amount in Row (11) excludes certain shares ¨

 

11.  

Percent of class represented by amount in Row (11)

 

2.58%**

12.  

Type of reporting person

 

CO

 

*Consists of: (i) 2,078,083 shares of common stock, par value $0.001 (the “Common Shares”) of Uranium Energy Corp. (the “Issuer”) held by Pacific Road Resources Reno Creek Cayco 1 Ltd. (“Cayco 1”); and (ii) 2,578,741 Common Shares issuable to Cayco 1 upon exercise of an outstanding warrant that is exercisable within 60 days.

 

**Based on: (i) 177,715,250 Common Shares issued and outstanding as of February 8, 2019, as reported by the Issuer in its prospectus filed with the U.S. Securities and Exchange Commission (“SEC”) on February 11, 2019, plus (ii) 2,578,741 Common Shares issuable to Cayco 1 upon exercise of an outstanding warrant that is exercisable within 60 days, which are treated as issued and outstanding only for the purpose of computing the percentage ownership of Cayco 1 pursuant to Rule 13d-3(d)(1)(i) under the Act.

 

 

 - 3 -  

 

1.  

Name of reporting person

Pacific Road Resources Reno Creek Cayco 2 Ltd.

2.  

Check the appropriate box if a member of a group

(a) ¨ (b) ¨

 

3.  

SEC use only

 

4.  

Citizenship or place of organization

 

Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  5.  

Sole voting power

 

4,656,824*

  6.  

Shared voting power

 

0

  7.  

Sole dispositive power

 

4,656,824*

  8.  

Shared dispositive power

 

0

9.  

Aggregate amount beneficially owned by each reporting person

 

4,656,824*

10.  

Check box if the aggregate amount in Row (11) excludes certain shares ¨

 

11.  

Percent of class represented by amount in Row (11)

 

2.58%**

12.  

Type of reporting person

 

CO

 

*Consists of: (i) 2,078,083 Common Shares of the Issuer held by Pacific Road Resources Reno Creek Cayco 2 Ltd. (“Cayco 2”); and (ii) 2,578,741 Common Shares issuable to Cayco 2 upon exercise of an outstanding warrant that is exercisable within 60 days.

 

**Based on: (i) 177,715,250 Common Shares issued and outstanding as of February 8, 2019, as reported by the Issuer in its prospectus filed with the SEC on February 11, 2019, plus (ii) 2,578,741 Common Shares issuable to Cayco 2 upon exercise of an outstanding warrant that is exercisable within 60 days, which are treated as issued and outstanding only for the purpose of computing the percentage ownership of Cayco 2 pursuant to Rule 13d-3(d)(1)(i) under the Act.

 

 

 - 4 -  

 

1.  

Name of reporting person

Pacific Road Resources Reno Creek Cayco 3 Ltd.

2.  

Check the appropriate box if a member of a group

(a) ¨ (b) ¨

 

3.  

SEC use only

 

4.  

Citizenship or place of organization

 

Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  5.  

Sole voting power

 

3,880,731*

  6.  

Shared voting power

 

0

  7.  

Sole dispositive power

 

3,880,731*

  8.  

Shared dispositive power

 

0

9.  

Aggregate amount beneficially owned by each reporting person

 

3,880,731*

10.  

Check box if the aggregate amount in Row (11) excludes certain shares ¨

 

11.  

Percent of class represented by amount in Row (11)

 

2.16%**

12.  

 Type of reporting person

 

CO

 

*Consists of: (i) 1,731,756 Common Shares of the Issuer held by Pacific Road Resources Reno Creek Cayco 3 Ltd. (“Cayco 3”); and (ii) 2,148,975 Common Shares issuable to Cayco 3 upon exercise of an outstanding warrant that is exercisable within 60 days.

 

**Based on: (i) 177,715,250 Common Shares issued and outstanding as of February 8, 2019, as reported by the Issuer in its prospectus filed with the SEC on February 11, 2019, plus (ii) 2,148,975 Common Shares issuable to Cayco 3 upon exercise of an outstanding warrant that is exercisable within 60 days, which are treated as issued and outstanding only for the purpose of computing the percentage ownership of Cayco 3 pursuant to Rule 13d-3(d)(1)(i) under the Act.

 

 

 - 5 -  

 

1.  

Name of reporting person

Pacific Road Resources Reno Creek Cayco 4 Ltd.

2.  

Check the appropriate box if a member of a group

(a) ¨ (b) ¨

 

3.  

SEC use only

 

4.  

Citizenship or place of organization

 

Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  5.  

Sole voting power

 

2,730,179*

  6.  

Shared voting power

 

0

  7.  

Sole dispositive power

 

2,730,179*

  8.  

Shared dispositive power

 

0

9.  

Aggregate amount beneficially owned by each reporting person

 

2,730,179*

10.  

Check box if the aggregate amount in Row (11) excludes certain shares ¨

 

11.  

Percent of class represented by amount in Row (11)

 

1.52%**

12.  

Type of reporting person

 

CO

 

*Consists of: (i) 1,218,328 Common Shares of the Issuer held by Pacific Road Resources Reno Creek Cayco 4 Ltd. (“Cayco 4”); and (ii) 1,511,851 Common Shares issuable to Cayco 4 upon exercise of an outstanding warrant that is exercisable within 60 days.

 

**Based on: (i) 177,715,250 Common Shares issued and outstanding as of February 8, 2019, as reported by the Issuer in its prospectus filed with the SEC on February 11, 2019, plus (ii) 1,511,851 Common Shares issuable to Cayco 4 upon exercise of an outstanding warrant that is exercisable within 60 days, which are treated as issued and outstanding only for the purpose of computing the percentage ownership of Cayco 4 pursuant to Rule 13d-3(d)(1)(i) under the Act.

 

 

 - 6 -  

 

1.  

Name of reporting person

Pacific Road Resources Reno Creek AIV 1 LP

2.  

Check the appropriate box if a member of a group

(a) ¨ (b) ¨

 

3.  

SEC use only

 

4.  

Citizenship or place of organization

 

Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  5.  

Sole voting power

 

0

  6.  

Shared voting power

 

4,656,824*

  7.  

Sole dispositive power

 

0

  8.  

Shared dispositive power

 

4,656,824*

9.  

Aggregate amount beneficially owned by each reporting person

 

4,656,824*

10.  

Check box if the aggregate amount in Row (11) excludes certain shares ¨

 

11.  

Percent of class represented by amount in Row (11)

 

2.58%**

12.  

Type of reporting person

 

PN

 

*Consists of: (i) 2,078,083 Common Shares of the Issuer held by Cayco 1; and (ii) 2,578,741 Common Shares issuable to Cayco 1 upon exercise of an outstanding warrant that is exercisable within 60 days.

 

**Based on: (i) 177,715,250 Common Shares issued and outstanding as of February 8, 2019, as reported by the Issuer in its prospectus filed with the SEC on February 11, 2019, plus (ii) 2,578,741 Common Shares issuable to Cayco 1 upon exercise of an outstanding warrant that is exercisable within 60 days, which are treated as issued and outstanding only for the purpose of computing the percentage ownership of Pacific Road Resources Reno Creek AIV 1 LP pursuant to Rule 13d-3(d)(1)(i) under the Act.

 

 

 - 7 -  

 

1.  

Name of reporting person

Pacific Road Resources Reno Creek AIV 2 LP

2.  

Check the appropriate box if a member of a group

(a) ¨ (b) ¨

 

3.  

SEC use only

 

4.  

Citizenship or place of organization

 

Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  5.  

Sole voting power

 

0

  6.  

Shared voting power

 

4,656,824*

  7.  

Sole dispositive power

 

0

  8.  

Shared dispositive power

 

4,656,824*

9.  

Aggregate amount beneficially owned by each reporting person

 

4,656,824*

10.  

Check box if the aggregate amount in Row (11) excludes certain shares ¨

 

11.  

Percent of class represented by amount in Row (11)

 

2.58%**

12.  

Type of reporting person

 

PN

 

*Consists of: (i) 2,078,083 Common Shares of the Issuer held by Cayco 2; and (ii) 2,578,741 Common Shares issuable to Cayco 2 upon exercise of an outstanding warrant that is exercisable within 60 days.

 

**Based on: (i) 177,715,250 Common Shares issued and outstanding as of February 8, 2019, as reported by the Issuer in its prospectus filed with the SEC on February 11, 2019, plus (ii) 2,578,741 Common Shares issuable to Cayco 2 upon exercise of an outstanding warrant that is exercisable within 60 days, which are treated as issued and outstanding only for the purpose of computing the percentage ownership of Pacific Road Resources Reno Creek AIV 2 LP pursuant to Rule 13d-3(d)(1)(i) under the Act.

 

 

 - 8 -  

 

1.  

Name of reporting person

Pacific Road Resources Reno Creek AIV 3 LP

2.  

Check the appropriate box if a member of a group

(a) ¨ (b) ¨

 

3.  

SEC use only

 

4.  

Citizenship or place of organization

 

Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  5.  

Sole voting power

 

0

  6.  

Shared voting power

 

3,880,731*

  7.  

Sole dispositive power

 

0

  8.  

Shared dispositive power

 

3,880,731*

9.  

Aggregate amount beneficially owned by each reporting person

 

3,880,731*

10.  

Check box if the aggregate amount in Row (11) excludes certain shares ¨

 

11.  

Percent of class represented by amount in Row (11)

 

2.16%**

12.  

Type of reporting person

 

PN

 

*Consists of: (i) 1,731,756 Common Shares of the Issuer held by Cayco 3; and (ii) 2,148,975 Common Shares issuable to Cayco 3 upon exercise of an outstanding warrant that is exercisable within 60 days.

 

**Based on: (i) 177,715,250 Common Shares issued and outstanding as of February 8, 2019, as reported by the Issuer in its prospectus filed with the SEC on February 11, 2019, plus (ii) 2,148,975 Common Shares issuable to Cayco 3 upon exercise of an outstanding warrant that is exercisable within 60 days, which are treated as issued and outstanding only for the purpose of computing the percentage ownership of Pacific Road Resources Reno Creek AIV 3 LP pursuant to Rule 13d-3(d)(1)(i) under the Act.

 

 

 - 9 -  

 

 

1.  

Name of reporting person

Pacific Road Resources Reno Creek AIV 4 LP

2.  

Check the appropriate box if a member of a group

(a) ¨ (b) ¨

 

3.  

SEC use only

 

4.  

Citizenship or place of organization

 

Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  5.  

Sole voting power

 

0

  6.  

Shared voting power

 

2,730,179*

  7.  

Sole dispositive power

 

0

  8.  

Shared dispositive power

 

2,730,179*

9.  

Aggregate amount beneficially owned by each reporting person

 

2,730,179*

10.  

Check box if the aggregate amount in Row (11) excludes certain shares ¨

 

11.  

Percent of class represented by amount in Row (11)

 

1.52%**

12.  

Type of reporting person

 

PN

 

*Consists of: (i) 1,218,328 Common Shares of the Issuer held by Cayco 4; and (ii) 1,511,851 Common Shares issuable to Cayco 4 upon exercise of an outstanding warrant that is exercisable within 60 days.

 

**Based on: (i) 177,715,250 Common Shares issued and outstanding as of February 8, 2019, as reported by the Issuer in its prospectus filed with the SEC on February 11, 2019, plus (ii) 1,511,851 Common Shares issuable to Cayco 4 upon exercise of an outstanding warrant that is exercisable within 60 days, which are treated as issued and outstanding only for the purpose of computing the percentage ownership of Pacific Road Resources Reno Creek AIV 4 LP pursuant to Rule 13d-3(d)(1)(i) under the Act.

 

 

 - 10 -  

  

1.  

Name of reporting person

Reno Creek Unit Trust

2.  

Check the appropriate box if a member of a group

(a) ¨ (b) ¨

 

3.  

SEC use only

 

4.  

Citizenship or place of organization

 

Australia

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  5.  

Sole voting power

 

3,939,813*

  6.  

Shared voting power

 

0

  7.  

Sole dispositive power

 

3,939,813*

  8.  

Shared dispositive power

 

0

9.  

Aggregate amount beneficially owned by each reporting person

 

3,939,813*

10.  

Check box if the aggregate amount in Row (11) excludes certain shares ¨

 

11.  

Percent of class represented by amount in Row (11)

 

2.19%**

12.  

Type of reporting person

 

OO

 

*Consists of: (i) 1,758,121 Common Shares of the Issuer held by RCUT; and (ii) 2,181,692 Common Shares issuable to RCUT upon exercise of an outstanding warrant that is exercisable within 60 days.

 

**Based on: (i) 177,715,250 Common Shares issued and outstanding as of February 8, 2019, as reported by the Issuer in its prospectus filed with the SEC on February 11, 2019, plus (ii) 2,181,692 Common Shares issuable to RCUT upon exercise of an outstanding warrant that is exercisable within 60 days, which are treated as issued and outstanding only for the purpose of computing the percentage ownership of RCUT pursuant to Rule 13d-3(d)(1)(i) under the Act.

 

 

 - 11 -  

 

1.  

Name of reporting person

PRCM Nominees Pty Limited

2.  

Check the appropriate box if a member of a group

(a) ¨ (b) ¨

 

3.  

SEC use only

 

4.  

Citizenship or place of organization

 

Australia

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  5.  

Sole voting power

 

0

  6.  

Shared voting power

 

3,939,813*

  7.  

Sole dispositive power

 

0

  8.  

Shared dispositive power

 

3,939,813*

9.  

Aggregate amount beneficially owned by each reporting person

 

3,939,813*

10.  

Check box if the aggregate amount in Row (11) excludes certain shares ¨

 

11.  

Percent of class represented by amount in Row (11)

 

2.19%**

12.  

Type of reporting person

 

CO

 

*Consists of: (i) 1,758,121 Common Shares of the Issuer held by Reno Creek Unit Trust (“RCUT”); and (ii) 2,181,692 Common Shares issuable to RCUT upon exercise of an outstanding warrant that is exercisable within 60 days.

 

**Based on: (i) 177,715,250 Common Shares issued and outstanding as of February 8, 2019, as reported by the Issuer in its prospectus filed with the SEC on February 11, 2019, plus (ii) 2,181,692 Common Shares issuable to RCUT upon exercise of an outstanding warrant that is exercisable within 60 days, which are treated as issued and outstanding only for the purpose of computing the percentage ownership of PRCM Nominees Pty Limited pursuant to Rule 13d-3(d)(1)(i) under the Act.

 

 

 - 12 -  

 

1.  

Name of reporting person

Pacific Road Capital Management G.P. Limited

2.  

Check the appropriate box if a member of a group

(a) ¨ (b) ¨

 

3.  

SEC use only

 

4.  

Citizenship or place of organization

 

Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  5.  

Sole voting power

 

0

  6.  

Shared voting power

 

15,924,558*

  7.  

Sole dispositive power

 

0

  8.  

Shared dispositive power

 

15,924,558*

9.  

Aggregate amount beneficially owned by each reporting person

 

15,924,558*

10.  

Check box if the aggregate amount in Row (11) excludes certain shares ¨

 

11.  

Percent of class represented by amount in Row (11)

 

8.54%**

12.  

Type of reporting person

 

CO

 

*Consists of: (i) 2,078,083 Common Shares of the Issuer held by Cayco 1; (ii) 2,078,083 Common Shares of the Issuer held by Cayco 2; (iii) 1,731,756 Common Shares of the Issuer held by Cayco 3; (iv) 1,218,318 Common Shares of the Issuer held by Cayco 4; (v) 2,578,741 Common Shares issuable to Cayco 1 upon exercise of an outstanding warrant that is exercisable within 60 days; (vi) 2,578,741 Common Shares issuable to Cayco 2 upon exercise of an outstanding warrant that is exercisable within 60 days; (vii) 2,148,975 Common Shares issuable to Cayco 3 upon exercise of an outstanding warrant that is exercisable within 60 days; and (viii) 1,511,851 Common Shares issuable to Cayco 4 upon exercise of an outstanding warrant that is exercisable within 60 days.

 

**Based on: (i) 177,715,250 Common Shares issued and outstanding as of February 8, 2019, as reported by the Issuer in its prospectus filed with the SEC on February 11, 2019, plus (ii) 2,578,741 Common Shares issuable to Cayco 1 upon exercise of an outstanding warrant that is exercisable within 60 days, plus (iii) 2,578,741 Common Shares issuable to Cayco 2 upon exercise of an outstanding warrant that is exercisable within 60 days, plus (iv) 2,148,975 Common Shares issuable to Cayco 3 upon exercise of an outstanding warrant that is exercisable within 60 days, plus (v) 1,511,851 Common Shares issuable to Cayco 4 upon exercise of an outstanding warrant that is exercisable within 60 days, all of which are treated as issued and outstanding only for the purpose of computing the percentage ownership of Pacific Road Capital Management G.P. Limited pursuant to Rule 13d-3(d)(1)(i) under the Act.

 

 

 - 13 -  

 

Item 1.

 

(a) Name of Issuer

 

Uranium Energy Corp. (the “Issuer”)

 

(b) Address of Issuer’s Principal Executive Offices:

 

1030 West Georgia Street, Suite 1830, Vancouver, British Columbia V6E 2Y3, Canada.

 

Item 2.

(a) Name of Person Filing

 

Pacific Road Capital Management G.P. Limited (“Pacific Road GP”)

Pacific Road Resources Reno Creek AIV 1 LP (“AIV 1”)

 

Pacific Road Resources Reno Creek AIV 2 LP (“AIV 2”)

 

Pacific Road Resources Reno Creek AIV 3 LP (“AIV 3”)

 

Pacific Road Resources Reno Creek AIV 4 LP (“AIV 4”)

 

Pacific Road Resources Reno Creek Cayco 1 Ltd. (“Cayco 1”)

 

Pacific Road Resources Reno Creek Cayco 2 Ltd. (“Cayco 2”)

 

Pacific Road Resources Reno Creek Cayco 3 Ltd. (“Cayco 3”)

 

Pacific Road Resources Reno Creek Cayco 4 Ltd. (“Cayco 4”)

 

Reno Creek Unit Trust (“RCUT”)

 

PRCM Nominees Pty Limited (“RCUT Trustee”) (each a “Reporting Person” and together, the “Reporting Persons”).    

 

(b) Address of Principal Business Office or, if none, Residence

 

The business address of RCUT and RCUT Trustee is L2 88 George St., Sydney, NSW, Australia.

 

The business address of each of the other Reporting Persons is 190 Elgin Avenue, George Town, Grand Cayman, KY1-9007, Cayman Islands.

 

(c) Citizenship

 

Each of RCUT and RCUT Trustee is organized under the laws of Australia. Each of the other Reporting Persons is organized under the laws of the Cayman Islands.

 

(d) Title of Class of Securities

 

Shares of common stock, par value $0.001 (“Common Shares”).

 

(e) CUSIP Number

 

916896103.

 

 

 - 14 -  

 

Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

(a) ¨ Broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

 

(b) ¨ Bank as defined in Section 3(a)(6) of the Exchange Act;

 

(c) ¨ Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

(d) ¨ Investment company registered under Section 8 of the Investment Company Act;

 

(e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

(g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

(j) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

Item 4. Ownership.

 

The information required by Items 4(a)-(c) as of the date hereof is set forth in Rows (5)-(11) of the cover page for each Reporting Person.

 

Voting and dispositive decisions for Cayco 1 are made by its board of directors. AIV 1 is the sole shareholder of Cayco 1 and Pacific Road GP is the general partner of AIV 1. Accordingly, each of AIV 1 and Pacific Road GP may be deemed to have voting and dispositive power and therefore, beneficial ownership, over the Common Shares and shares of common stock issuable upon exercise of an outstanding warrant (the “Warrant”) that is exercisable within 60 days (the “Warrant Shares”) which Cayco 1 directly beneficially owns. Each of Pacific Road GP and AIV 1 disclaims beneficial ownership of such Common Shares and Warrant Shares.

 

Voting and dispositive decisions for Cayco 2 are made by its board of directors. AIV 2 is the sole shareholder of Cayco 2 and Pacific Road GP is the general partner of AIV 2. Accordingly, each of AIV 2 and Pacific Road GP may be deemed to have voting and dispositive power and therefore, beneficial ownership, over the Common Shares and Warrant Shares which Cayco 2 directly beneficially owns. Each of Pacific Road GP and AIV 2 disclaims beneficial ownership of such Common Shares and Warrant Shares.

 

 

 - 15 -  

 

Voting and dispositive decisions for Cayco 3 are made by its board of directors. AIV 3 is the sole shareholder of Cayco 3 and Pacific Road GP is the general partner of AIV 3. Accordingly, each of AIV 3 and Pacific Road GP may be deemed to have voting and dispositive power and therefore, beneficial ownership, over the Common Shares and Warrant Shares which Cayco 3 directly beneficially owns. Each of Pacific Road GP and AIV 3 disclaims beneficial ownership of such Common Shares and Warrant Shares.

 

Voting and dispositive decisions for Cayco 4 are made by its board of directors. AIV 4 is the sole shareholder of Cayco 4 and Pacific Road GP is the general partner of AIV 4. Accordingly, each of AIV 4 and Pacific Road GP may be deemed to have voting and dispositive power and therefore, beneficial ownership, over the Common Shares and Warrant Shares which Cayco 4 directly beneficially owns. Each of Pacific Road GP and AIV 4 disclaims beneficial ownership of such Common Shares and Warrant Shares.

 

Voting and dispositive decisions for RCUT are made by its trustee, RCUT Trustee. Accordingly, RCUT Trustee may be deemed to have voting and dispositive power and therefore, beneficial ownership, over the Common Shares and Warrant Shares which RCUT directly beneficially owns. RCUT Trustee disclaims beneficial ownership of such Common Shares and Warrant Shares.

 

Each of the Warrants held by Cayco 1, Cayco 2, Cayco 3, Cayco 4 and RCUT (collectively, the “Parties”) have an exercise price equal to US$2.30 per Common Share, subject to adjustments upon the occurrence of certain events, such as stock dividends and splits, rights offerings, special distributions and certain other transactions. The Warrants may be exercised at any time on or after the issuance thereof and for a five-year period thereafter, subject to earlier termination if the Issuer’s value weighted average price for 10 consecutive trading days equals or exceeds US$4.00 per Common Share.

 

Each of Parties acted together in negotiating the sale to the Issuer of the Parties’ common shares of Reno Creek Holdings Inc. in consideration for the Common Shares and Warrant Shares described in this Schedule 13G (the “Transaction”). Due to the relationships described in this Item 4, the Parties, together with AIV 1, AIV 2, AIV 3, AIV 4, Pacific Road GP and RCUT Trustee may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Exchange Act by virtue of together negotiating and being signatories to the share purchase agreement with the Issuer relating to the Transaction. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Schedule 13(d)(3) of the Exchange Act or for any other purpose.

 

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 Persons have 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.

 

 

 - 16 -  

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9. Notice of Dissolution of 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 or with the effect of changing or influencing control over 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.

  

 

 - 17 -  

 

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.

 

Date:   February 14, 2019

 

PACIFIC ROAD RESOURCES
RENO CREEK CAYCO 1 LTD.
  PACIFIC ROAD RESOURCES
RENO CREEK CAYCO 2 LTD.
     
By: /s/ Padraig Hoare                              By: /s/ Padraig Hoare                           
Name: Padraig Hoare   Name: Padraig Hoare
Title:   Director   Title:   Director
     
PACIFIC ROAD RESOURCES
RENO CREEK CAYCO 3 LTD.
  PACIFIC ROAD RESOURCES
RENO CREEK CAYCO 4 LTD.
     
By: /s/ Padraig Hoare                              By: /s/ Padraig Hoare                           
Name: Padraig Hoare   Name: Padraig Hoare
Title:   Director   Title:   Director
     
PACIFIC ROAD RESOURCES
RENO CREEK AIV 1 LP
  PACIFIC ROAD RESOURCES
RENO CREEK AIV 2 LP
     
By:  Pacific Road Capital Management G.P. Limited,
        its general partner
  By:  Pacific Road Capital Management G.P. Limited,
        its general partner
     
By: /s/ Padraig Hoare                              By: /s/ Padraig Hoare                           
Name: Padraig Hoare   Name: Padraig Hoare
Title:   Director   Title:   Director
     
PACIFIC ROAD RESOURCES
RENO CREEK AIV 3 LP
  PACIFIC ROAD RESOURCES
RENO CREEK AIV 4 LP
     
By:  Pacific Road Capital Management G.P. Limited,
        its general partner
  By:  Pacific Road Capital Management G.P. Limited,
        its general partner
     
By: /s/ Padraig Hoare                              By: /s/ Padraig Hoare                           
Name: Padraig Hoare   Name: Padraig Hoare
Title:   Director   Title:   Director
     
PACIFIC ROAD CAPITAL MANAGEMENT
G.P. LIMITED
  RENO CREEK UNIT TRUST
     

By: /s/ Padraig Hoare                           

Name: Padraig Hoare

  By:  PRCM Nominees Pty Limited,
        its trustee
Title:   Director    
    By: /s/ Adrian Martin                                 
PRCM NOMINEES PTY LIMITED   Name: Adrian Martin
    Title:   Secretary
By: /s/ Adrian Martin                                    
Name: Adrian Martin    
Title:   Secretary