Sec Form 13G Filing - Waterton Global Resource Management Inc. filing for i-80 Gold Corp. (IAUX) - 2023-05-18

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )¹

 

i-80 Gold Corp.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

44955L106

(CUSIP Number)

May 8, 2023

(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)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

 

 

1              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).

 

	1		NAME OF REPORTING PERSON
				Waterton Nevada Splitter, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Nevada
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							13,109,940 (1)
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							13,109,940 (1)
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				13,109,940 (1)
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				4.6% (1)
	12		TYPE OF REPORTING PERSON
				OO

  

(1) Includes 7,520,905 Shares (as defined in Item 2) issuable upon the exercise of certain Warrants (as defined in Item 4).

	1		NAME OF REPORTING PERSON
				Waterton Nevada Splitter II, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Nevada
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							13,109,941 (1)
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							13,109,941 (1)
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				13,109,941 (1)
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				4.6% (1)
	12		TYPE OF REPORTING PERSON
				OO

  

(1) Includes 7,520,904 Shares issuable upon the exercise of certain Warrants.

 

	1		NAME OF REPORTING PERSON
				Waterton Precious Metals Fund II Cayman, 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				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							13,109,940 (1)
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							13,109,940 (1)
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				13,109,940 (1)
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				4.6% (1)
	12		TYPE OF REPORTING PERSON
				PN

  

(1) Includes 7,520,905 Shares issuable upon the exercise of certain Warrants.

 

	1		NAME OF REPORTING PERSON
				Waterton Global Resource Management, 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				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							13,109,940 (1)
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							13,109,940 (1)
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				13,109,940 (1)
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				4.6% (1)
	12		TYPE OF REPORTING PERSON
				PN

  

(1) Includes 7,520,905 Shares issuable upon the exercise of certain Warrants.

 

	1		NAME OF REPORTING PERSON
				Waterton Global Resource Management Cayman Corp.
	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				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							13,109,940 (1)
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							13,109,940 (1)
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				13,109,940 (1)
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				4.6% (1)
	12		TYPE OF REPORTING PERSON
				CO

  

(1) Includes 7,520,905 Shares issuable upon the exercise of certain Warrants.

 

	1		NAME OF REPORTING PERSON
				Waterton Mining Parallel Fund Onshore Master, 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				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							13,109,941 (1)
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							13,109,941 (1)
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				13,109,941 (1)
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				4.6% (1)
	12		TYPE OF REPORTING PERSON
				PN

  

(1) Includes 7,520,904 Shares issuable upon the exercise of certain Warrants.

 

	1		NAME OF REPORTING PERSON
				Waterton Mining Parallel Fund GP Corp.
	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				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							13,109,941 (1)
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							13,109,941 (1)
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				13,109,941 (1)
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				4.6% (1)
	12		TYPE OF REPORTING PERSON
				CO

  

(1) Includes 7,520,904 Shares issuable upon the exercise of certain Warrants.

 

	1		NAME OF REPORTING PERSON
				Waterton Global Resource Management, Inc.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Canada
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							26,219,881 (1)
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							26,219,881 (1)
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				26,219,881 (1)
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				8.9% (1)
	12		TYPE OF REPORTING PERSON
				IA

  

(1) Includes 15,041,809 Shares issuable upon the exercise of the Warrants.

 

	1		NAME OF REPORTING PERSON
				Cheryl Brandon
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Canada
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							26,219,881 (1)
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							26,219,881 (1)
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				26,219,881 (1)
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				8.9% (1)
	12		TYPE OF REPORTING PERSON
				IN

  

(1) Includes 15,041,809 Shares issuable upon the exercise of the Warrants.

 

	1		NAME OF REPORTING PERSON
				Isser Elishis
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							26,219,881 (1)
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							26,219,881 (1)
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				26,219,881 (1)
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				8.9% (1)
	12		TYPE OF REPORTING PERSON
				IN

  

(1) Includes 15,041,809 Shares issuable upon the exercise of the Warrants.

 

	1		NAME OF REPORTING PERSON
				Kalman Schoor
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							26,219,881 (1)
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							26,219,881 (1)
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				26,219,881 (1)
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				8.9% (1)
	12		TYPE OF REPORTING PERSON
				IN

  

(1) Includes 15,041,809 Shares issuable upon the exercise of the Warrants.

 

	1		NAME OF REPORTING PERSON
				Kanwaljit Toor
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Canada
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH					&#x A0;
REPORTING							26,219,881 (1)
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							26,219,881 (1)
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				26,219,881 (1)
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				8.9% (1)
	12		TYPE OF REPORTING PERSON
				IN

  

(1) Includes 15,041,809 Shares issuable upon the exercise of the Warrants.

 

	1		NAME OF REPORTING PERSON
				Richard J. Wells
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Canada
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							26,219,881 (1)
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							26,219,881 (1)
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				26,219,881 (1)
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				8.9% (1)
	12		TYPE OF REPORTING PERSON
				IN

  

(1) Includes 15,041,809 Shares issuable upon the exercise of the Warrants.

 

Item 1(a).

Name of Issuer:

 

i-80 Gold Corp., a Canadian corporation organized under the laws of British Columbia (the “Issuer”).

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

55190 Neil Road

Suite 460

Reno, Nevada 89502

 

Item 2(a).

Name of Person Filing

Item 2(b).

Address of Principal Business Office or, if None, Residence

Item 2(c).

Citizenship

 

Waterton Nevada Splitter, LLC (“Waterton Nevada”)

200 Vassar Street, PO Box 11340

Reno, Nevada 89510

Citizenship: Nevada

 

Waterton Nevada Splitter II, LLC (“Waterton Nevada II”)

200 Vassar Street, PO Box 11340

Reno, Nevada 89510

Citizenship: Nevada

 

Waterton Precious Metals Fund II Cayman, LP (“Waterton Fund II”)

Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

 

Waterton Global Resource Management, LP (“WGRM LP”)

Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

 

Waterton Global Resource Management Cayman Corp. (“WGRM Corp.”)

Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

 

Waterton Mining Parallel Fund Onshore Master, LP (“Waterton Onshore”)

Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

 

Waterton Mining Parallel Fund GP Corp. (“Waterton Parallel GP”)

Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

 

Waterton Global Resource Management, Inc. (“WGRM Inc.”)

c/o Commerce Court West

199 Bay Street, Suite 5050

Toronto, ON M5L 1E2

Citizenship: Canada

 

Cheryl Brandon

c/o Commerce Court West

199 Bay Street, Suite 5050

Toronto, ON M5L 1E2

Citizenship: Canada

 

Isser Elishis

c/o Commerce Court West

199 Bay Street, Suite 5050

Toronto, ON M5L 1E2

Citizenship: United States

 

Kalman Schoor

c/o Commerce Court West

199 Bay Street, Suite 5050

Toronto, ON M5L 1E2

Citizenship: United States

 

Kanwaljit Toor

c/o Commerce Court West

199 Bay Street, Suite 5050

Toronto, ON M5L 1E2

Citizenship: Canada

 

Richard J. Wells

c/o Commerce Court West

199 Bay Street, Suite 5050

Toronto, ON M5L 1E2

Citizenship: Canada

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

 

Item 2(d).

Title of Class of Securities:

 

Common Shares, no par value (the “Shares”).

 

Item 2(e).

CUSIP Number:

 

44955L106

 

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:

 

		/x/	Not applicable.
	(a)	/ /	Broker or dealer registered under Section 15 of 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)	/ /	A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J).
	(k)	/ /	Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.

Ownership

 

(a)

Amount beneficially owned:

 

As of the close of business on the date hereof, the Reporting Persons beneficially owned, in the aggregate, 26,219,881 Shares (inclusive of 15,041,809 Shares issuable upon the exercise of certain warrants (the “Warrants”) to purchase Shares beneficially owned in the aggregate by Waterton Nevada and Waterton Nevada II).

 

Waterton Nevada directly beneficially owned 13,109,940 Shares, including 7,520,905 Shares underlying certain Warrants held by it; and (ii) Waterton Nevada II directly beneficially owned 13,109,941 Shares, including 7,520,904 Shares underlying certain Warrants held by it.

 

Waterton Fund II, as the holder of a majority of the outstanding membership interests of Waterton Nevada, may be deemed to beneficially own the 13,109,940 Shares directly beneficially owned by Waterton Nevada. WGRM LP, as the general partner of Waterton Fund II, may be deemed to beneficially own the 13,109,940 Shares directly beneficially owned by Waterton Nevada. WGRM Corp., as the general partner of WGRM LP, may be deemed to beneficially own the 13,109,940 Shares directly beneficially owned by Waterton Nevada. In addition, Mr. Elishis is the sole manager of Waterton Nevada, and may be deemed to beneficially own the 13,109,940 Shares directly beneficially owned by Waterton Nevada.

 

Waterton Onshore, as the holder of a majority of the outstanding membership interests of Waterton Nevada II, may be deemed to beneficially own the 13,109,941 Shares directly beneficially owned by Waterton Nevada II. Waterton Parallel GP, as the general partner of Waterton Onshore, may be deemed to beneficially own the 13,109,941 Shares directly beneficially owned by Waterton Nevada II. In addition, Mr. Wells is the sole manager of Waterton Nevada II, and may be deemed to beneficially own the 13,109,941 Shares directly beneficially owned by Waterton Nevada II.

 

WGRM Inc., as the investment advisor to each of Waterton Nevada and Waterton Nevada II, may be deemed to beneficially own the 26,219,881 Shares directly beneficially owned in the aggregate by Waterton Nevada and Waterton Nevada II. Each of Messrs. Elishis, Schoor, Toor and Wells and Ms. Brandon, as senior executives of WGRM Inc., may be deemed to beneficially own the 26,219,881 Shares directly beneficially owned in the aggregate by Waterton Nevada and Waterton Nevada II.

 

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. Each of Waterton Fund II, WGRM LP and WGRM Corp. disclaims beneficial ownership of the Shares directly beneficially owned by Waterton Nevada. Each of Waterton Onshore and Waterton Parallel GP disclaims beneficial ownership of the Shares directly beneficially owned by Waterton Nevada II. Each of WGRM Inc., and Messrs. Elishis, Schoor, Toor and Wells and Ms. Brandon disclaims beneficial ownership of the Shares directly beneficially owned by Waterton Nevada and Waterton Nevada II, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

 

(b)

Percent of class:

 

The following percentages are based upon a denominator that is the sum of (i) 246,784,094 Shares outstanding as of March 31, 2023, which is the total number of Shares outstanding as reported in Exhibit 99.2 to the Issuer’s Current Report on Form 6-K filed with the Securities and Exchange Commission on May 8, 2023, (ii) 5,016,991 Shares in the aggregate issued to Waterton Nevada and Waterton Nevada II pursuant to the Amendment to Contingent Value Rights Agreement, dated February 26, 2023, by and among the Issuer, Paycore Minerals Inc. (“Paycore”), Waterton Nevada and Waterton Nevada II, (iii) 27,009,200 Shares issued in connection with the Issuer’s acquisition of Paycore pursuant to the statutory plan of arrangement, which was consummated on May 8, 2023, and (iii) certain or all of 15,041,809 Shares issuable upon the exercise of the Warrants, as applicable.

 

As of the close of business on the date hereof, (i) each of Waterton Nevada and Waterton Nevada II beneficially owned approximately 4.6% of the outstanding Shares, (ii) each of Waterton Fund II, WGRM LP, WGRM Corp., Waterton Onshore and Waterton Parallel GP may be deemed to beneficially own approximately 4.6% of the outstanding Shares, and (iii) each of WGRM Inc. and Messrs. Elishis, Schoor, Toor and Wells and Ms. Brandon may be deemed to beneficially own approximately 8.9% of the outstanding Shares.

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote

 

See Cover Pages Items 5-9.

 

(ii)

Shared power to vote or to direct the vote

 

See Cover Pages Items 5-9.

 

(iii)

Sole power to dispose or to direct the disposition of

 

See Cover Pages Items 5-9.

 

(iv)

Shared power to dispose or to direct the disposition of

 

See Cover Pages Items 5-9.

 

Item 5.

Ownership of Five Percent or 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 That 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.

 

See Exhibit 99.1.

 

Item 9.

Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10.

Certifications.

 

By signing below each of the undersigned certifies that, to the best of its 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.

SIGNATURE

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 18, 2023

	WATERTON NEVADA SPLITTER, LLC
	By:	/s/ Isser Elishis
		Name:	Isser Elishis
		Title:	Manager

 

	WATERTON NEVADA SPLITTER II, LLC
	By:	/s/ Richard Wells
		Name:	Richard Wells
		Title:	Manager

 

	WATERTON PRECIOUS METALS FUND II CAYMAN, LP
	By:	Waterton Global Resource Management, LP, its general partner
	By:	Waterton Global Resource Management Cayman Corp., its general partner
		0;
	By:	/s/ Richard J. Wells
		Name:	Richard J. Wells
		Title:	Chief Financial Officer

 

	WATERTON GLOBAL RESOURCE MANAGEMENT, LP
	By:	Waterton Global Resource Management Cayman Corp., its general partner
	By:	/s/ Richard J. Wells
		Name:	Richard J. Wells
		Title:	Chief Financial Officer

 

	WATERTON GLOBAL RESOURCE MANAGEMENT CAYMAN CORP.
	By:	/s/ Richard J. Wells
		Name:	Richard J. Wells
		Title:	Chief Financial Officer

 

	WATERTON MINING PARALLEL ONSHORE MASTER, LP
	By:	Waterton Mining Parallel Fund GP Corp., its general partner
	By:	/s/ Richard J. Wells
		Name:	Richard J. Wells
		Title:	Chief Financial Officer

 

	WATERTON MINING PARALLEL FUND GP CORP.
	By:	/s/ Richard J. Wells
		Name:	Richard J. Wells
		Title:	Chief Financial Officer

 

	WATERTON GLOBAL RESOURCE MANAGEMENT, INC.
	By:	/s/ Richard J. Wells
		Name:	Richard J. Wells
		Title:	Chief Financial Officer

 

	/s/ Cheryl Brandon
	CHERYL BRANDON
	/s/ Isser Elishis
	ISSER ELISHIS
	/s/ Kalman Schoor
	KALMAN SCHOOR
	/s/ Kanwaljit Toor
	KANWALJIT TOOR
	/s/ Richard J. Wells
	RICHARD J. WELLS