0001104659-18-032542.txt : 20180511 0001104659-18-032542.hdr.sgml : 20180511 20180511162859 ACCESSION NUMBER: 0001104659-18-032542 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180511 DATE AS OF CHANGE: 20180511 GROUP MEMBERS: SOUTH32 INTERNATIONAL INVESTMENT HOLDINGS PROPRIETARY LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Trilogy Metals Inc. CENTRAL INDEX KEY: 0001543418 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86837 FILM NUMBER: 18827280 BUSINESS ADDRESS: STREET 1: SUITE 1150, 609 GRANVILLE STREET CITY: VANCOUVER STATE: A1 ZIP: V7Y 1G5 BUSINESS PHONE: (604) 638-8088 MAIL ADDRESS: STREET 1: SUITE 1150, 609 GRANVILLE STREET CITY: VANCOUVER STATE: A1 ZIP: V7Y 1G5 FORMER COMPANY: FORMER CONFORMED NAME: NovaCopper Inc. DATE OF NAME CHANGE: 20120228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: South32 Ltd CENTRAL INDEX KEY: 0001635752 IRS NUMBER: 000000000 STATE OF INCORPORATION: C3 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: LEVEL 32 125 ST GEORGES TERRACE CITY: PERTH STATE: C3 ZIP: 6000 BUSINESS PHONE: 61893249000 MAIL ADDRESS: STREET 1: LEVEL 32 125 ST GEORGES TERRACE CITY: PERTH STATE: C3 ZIP: 6000 SC 13G/A 1 a18-13362_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

TRILOGY METALS INC.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

89621C105

(CUSIP Number)

April 20, 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:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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 (however, see the Notes).

 


 

CUSIP No. 89621C105

 

 

1

Names of Reporting Persons:
South32 Limited

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

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
16,413,493

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
16,413,493

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
16,413,493

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
12.5%

 

 

12

Type of Reporting Person
FI

 

2


 

CUSIP No. 89621C105

 

 

1

Names of Reporting Persons:
South32 International Investment Holdings Proprietary Limited

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

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
16,413,493

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
16,413,493

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
16,413,493

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
12.5%

 

 

12

Type of Reporting Person
FI

 

3


 

Item 1(a).

Name of Issuer:
Trilogy Metals Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:
Suite 1150

609 Granville Street

Vancouver, British Columbia V7Y 1G5

 

Item 2(a).

Name of Persons Filing:
South32 Limited

 

South32 International Investment Holdings Proprietary Limited (“South32 International”)

 

South32 International is a wholly-owned subsidiary of South32 Limited.

Item 2(b).

Address of Principal Business Office, or if none, Residence:
c/o South32 Limited

Level 35

108 St Georges Terrace

Perth WA 6000 Australia

Item 2(c).

Citizenship:
Each of South32 Limited and South32 International is a company organized in Australia.

Item 2(d).

Title of Class of Securities:
Common Shares, no par value

Item 2(e).

CUSIP Number:
89621C105

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable.

 

4


 

Item 4.

Ownership.

South32 Limited and South32 International beneficially own the aggregate number and percentage of common shares of trilogy Metals Inc. as set forth below:

 

(a)

Amount beneficially owned:   

16,413,493 shares

 

(b)

Percent of class:   

12.5%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

-0-

 

 

(ii)

Shared power to vote or to direct the vote:    

16,413,493 shares

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

-0-

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

16,413,493 shares

 

Item 5.

Ownership of Five Percent of Less of a Class.

Not Applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

 

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.

 

5


 

Item 10.

Certifications.

Not Applicable.

 

SIGNATURES

 

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.

 

 

 

SOUTH32 LIMITED

 

 

 

 

By:

/s/ Melanie Williams

 

Name:

Melanie Williams

 

Title:

Company Secretary

 

 

 

SOUTH32 INTERNATIONAL INVESTMENT HOLDINGS PROPRIETARY LIMITED

 

 

 

 

By:

/s/ Robin Lees

 

Name:

Robin Lees

 

Title:

Company Secretary

 

 

 

 

Date: May 11, 2018

 

6


 

EXHIBIT A

 

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 of a statement on Schedule 13G (including amendments thereto) with respect to the common shares, no par value, of Trilogy Metals Inc.

 

 

 

SOUTH32 LIMITED

 

 

 

 

By:

/s/ Melanie Williams

 

Name:

Melanie Williams

 

Title:

Company Secretary

 

 

 

 

SOUTH32 INTERNATIONAL INVESTMENT HOLDINGS PROPRIETARY LIMITED

 

 

 

 

By:

/s/ Robin Lees

 

Name:

Robin Lees

 

Title:

Company Secretary

 

 

 

 

Date: May 11, 2018

 

7