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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Pretium Resources Inc | NYSE:PVG | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 15.05 | 0 | 01:00:00 |
Pretium Resources Inc.
|
(Name of Issuer)
|
Common shares, no par value
|
(Title of Class of Securities)
|
74139C102
|
(CUSIP Number)
|
Robin Wang
c/o Zijin Mining Group Co., Ltd.
1 Zijin Road, Shanghang County, Fujian Province,
People’s Republic of China
+86 592 2933 623
|
Copy to:
Thomas M. Rose
Troutman Sanders LLP
401 9th Street, N. W.
Suite 1000
Washington, DC 20004-2134
(757) 687-7715
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
March 31, 2016
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 74139C102 | 13D/A | Page 2 of 10 Pages |
1
|
NAMES OF REPORTING PERSONS
Jin Huang Mining Company Limited (formerly, XinXing Global Limited)
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
|
(a)
q
(b)
þ
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) OR 2(e)
|
q
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
9,031,664
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
9,031,664
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,031,664
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
q
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
(1)
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
(1)
|
Calculation of the foregoing percentage is based on information set forth in the 2016 Subscription Agreement (as defined below), in which the Issuer (as defined below) represented that there were 173,724,405 Common Shares (as defined below) issued and outstanding as of March 31, 2016, prior to the issuance of 2,786,849 Common Shares to Jin Huang (as defined below) on March 31, 2016.
|
CUSIP No. 74139C102 | 13D/A | Page 3 of 10 Pages |
1
|
NAMES OF REPORTING PERSONS
Zijin Mining Group Co., Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
|
(a)
q
(b)
þ
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) OR 2(e)
|
q
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
9,031,664
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
9,031,664
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,031,664
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
q
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
(1)
|
||
14
|
TYPE OF REPORTING PERSON
OO
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
|
(1)
|
Calculation of the foregoing percentage is based on information set forth in the 2016 Subscription Agreement, in which the Issuer represented that there were 173,724,405 Common Shares issued and outstanding as of March 31, 2016, prior to the issuance of 2,786,849 Common Shares to Jin Huang on March 31, 2016.
|
CUSIP No. 74139C102 | 13D/A | Page 4 of 10 Pages |
1
|
NAMES OF REPORTING PERSONS
Gold Mountains (H.K.) International Mining Company Limited
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
|
(a)
q
(b)
þ
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) OR 2(e)
|
q
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong, S.A.R.
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
9,031,664
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
9,031,664
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,031,664
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
q
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
(1)
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
(1)
|
Calculation of the foregoing percentage is based on information set forth in the 2016 Subscription Agreement, in which the Issuer represented that there were 173,724,405 Common Shares issued and outstanding as of March 31, 2016, prior to the issuance of 2,786,849 Common Shares to Jin Huang on March 31, 2016.
|
CUSIP No. 74139C102 | 13D/A | Page 5 of 10 Pages |
CUSIP No. 74139C102 | 13D/A | Page 6 of 10 Pages |
CUSIP No. 74139C102 | 13D/A | Page 7 of 10 Pages |
|
(a)
|
As of the date of filing the Schedule 13D/A, Jin Huang is the holder of record of
9,031,664
Common Shares, representing 5.1% of the issued and outstanding Common Shares of the Issuer. Gold Mountains directly owns 100% of Jin Huang and, therefore, may be deemed to have beneficial ownership of the 9,031,664 Common Shares held of record by Jin Huang, representing 5.1% of the issued and outstanding Common Shares of the Issuer. Gold Mountains disclaims beneficial ownership of the Common Shares shown as beneficially owned and held of record by Jin Huang, except to the extent of its pecuniary interest therein. Zijin directly owns 100% of Gold Mountains and, therefore, may be deemed to have beneficial ownership of the 9,031,664 Common Shares held of record by Jin Huang, representing 5.1% of the issued and outstanding Common Shares of the Issuer. Zijin disclaims beneficial ownership of the Common Shares shown as beneficially owned and held of record by Jin Huang, except to the extent of its pecuniary interest therein.
|
|
(b)
|
Each of the Reporting Persons may be deemed to exercise the shared voting and dispositive power over 9,031,664
Common Shares held of record by Jin Huang.
|
|
(c)
|
Except for the transactions described in the Schedule 13D, as amended by the Schedule 13D/A, no Reporting Person has effected any transactions in the Issuer’s Common Shares during the 60 days preceding the dates of the Schedule 13D and Schedule 13D/A, respectively.
|
|
(d)
|
Not applicable.
|
|
(e)
|
Not applicable.”
|
Exhibit No.
|
Description
|
99.1
|
Joint Filing Agreement among the Reporting Persons, dated as of January 26, 2015 (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons with the SEC on January 28, 2015)
|
99.2
|
Subscription Agreement, dated as of December 8, 2014, by and between XinXing Global Limited and Pretium Resources Inc. (incorporated by reference to Exhibit 99.2 to the Schedule 13D filed by the Reporting Persons with the SEC on January 28, 2015)
|
99.3*
|
Subscription Agreement, dated as of March 31, 2016, by and between Pretium Resources Inc. and Jin Huang Mining Company Limited
|
CUSIP No. 74139C102 | 13D/A | Page 8 of 10 Pages |
JIN HUANG MINING COMPANY LIMITED
|
|||
By:
|
/s/ Fan Cheung Man | ||
Name: | Fan Cheung Man | ||
Title: | Director |
ZIJIN MINING GROUP CO., LTD
|
|||
By:
|
/s/ Fang Qixue | ||
Name: | Fang Qixue | ||
Title: | Executive Director |
GOLD MOUNTAINS (H.K.) INTERNATIONAL MINING COMPANY LIMITED
|
|||
By:
|
/s/ Fang Qixue | ||
Name: | Fang Qixue | ||
Title: | Chairman |
CUSIP No. 74139C102 | 13D/A | Page 9 of 10 Pages |
Name and Citizenship
|
Position
|
Principal Occupation
or Employment
|
Business Address
|
Mr. Huang Xiaodong
Chinese
|
Vice President
|
Mining business and IT
|
1 Zijin Road, Shanghang County, Fujian Province, China
|
Mr. Fang Qixue
Chinese
|
Executive Director and Vice President
|
Overseas M&A and operation, and technical management
|
19/F, Tower B, Haifu Center,
599 Sishui Road, Huli District, Xiamen, China
|
Ms. Lin Hongying
Chinese
|
Chief Financial Officer
|
Corporate finance and capital management
|
1 Zijin Road, Shanghang County, Fujian Province, PRC
|
Ms. Liu Qiang
Chinese
|
Secretary of the Board
|
Routine work of the Board, investor relations and information disclosure
|
20/F, Tower B, Haifu Center,
599 Sishui Road, Huli District, Xiamen, China
|
Mr. Fan Cheung Man
Hong Kongnese
|
Company Secretary
|
Investor relations in HK and information disclosure
|
Unit7503A, 75 Floor,
International Commerce Center,
No.1 Austin Road West,
Kowloon, HK
|
Mr. Chen Jinghe
Chinese
|
Executive Director and Chairman of the Board
|
Overall corporate coordination and organization
|
20/F, Tower B, Haifu Center,
599 Sishui Road, Huli District, Xiamen, China
|
Mr. Wang Jianhua
Chinese
|
Executive Director and President
|
Operating management and party affairs
|
1 Zijin Road, Shanghang County, Fujian Province, China
|
Mr. Qiu Xiaohua
Chinese
|
Executive Director and Vice Chairman of the Board
|
Corporate development strategy ,and financial investment and management
|
1 Zijin Road, Shanghang County, Fujian Province, China
|
Mr. Lan Fusheng
Chinese
|
Executive Director and Vice Chairman of the Board
|
Domestic investment and exploration
|
20/F, Tower B, Haifu Center,
599 Sishui Road, Huli District, Xiamen, China
|
Mr. Zou Laichang
Chinese
|
Executive Director and Vice President
|
Logistics management and administration management
|
1 Zijin Road, Shanghang County, Fujian Province, China
|
Mr. Lin Hongfu
Chinese
|
Executive Director and Vice President
|
Project development, construction and operation within PRC
|
1 Zijin Road, Shanghang County, Fujian Province, China
|
Mr. Li Jian
Chinese
|
Non-executive Director
|
1 Zijin Road, Shanghang County, Fujian Province, China
|
|
Mr. Lu Shihua
Chinese
|
Independent and Non-executive Director
|
1 Zijin Road, Shanghang County, Fujian Province, China
|
|
Mr. Ding Shida
Chinese
|
Independent and Non-executive Director
|
1 Zijin Road, Shanghang County, Fujian Province, China
|
|
Mr. Qiu Guanzhou
Chinese
|
Independent and Non-executive Director
|
1 Zijin Road, Shanghang County, Fujian Province, China
|
|
Mr. Sit Hoi Wah
Hong Kongnese
|
Independent and Non-executive Director
|
1 Zijin Road, Shanghang County, Fujian Province, China
|
CUSIP No. 74139C102 | 13D/A | Page 10 of 10 Pages |
Gold Mountains (H.K.) International Mining Company Limited
|
Name and Citizenship
|
Position
|
Principal Occupation
or Employment
|
Business Address
|
Mr. Fang Qixue
Chinese
|
Director and Chairman
|
Overall corporate coordination and management
|
19/F, Tower B, Haifu Center,
599 Sishui Road, Huli District, Xiamen, China
|
Mr. Chen Jiahong
Chinese
|
Director and General Manager
|
Overall management subject to the board’s direction
|
19/F, Tower B, Haifu Center,
599 Sishui Road, Huli District, Xiamen, China
|
Mr. Fan Cheung Man
Hong Kongnese
|
Director and Deputy General Manager
|
Management of the Hong Kong operation subject to the board’s direction
|
Unit 7503A, 75/F, International Commerce Center, 1 Austin Road West, Kowloon, Hong Kong.
|
Mr. Li Yiqing
Chinese Taipei
|
Director
|
Director’s duties subject to the Board’s direction
|
Unit 7503A, 75/F,
International Commerce Center,
1 Austin Road West,
Kowloon, Hong Kong
|
Jin Huang Mining Company Limited
|
Name and Citizenship
|
Position
|
Principal Occupation
or Employment
|
Business Address
|
Mr. Fan Cheung Man
Hong Kongnese
|
Director
|
Director’s duties subject to the Board’s direction
|
Unit 7503A, 75/F,
International Commerce Center,
1 Austin Road West,
Kowloon, Hong Kong
|
Ms. Zhang Qiaochun
Chinese
|
Director
|
Director’s duties subject to the Board’s direction
|
Unit 7503A, 75/F,
International Commerce Center,
1 Austin Road West,
Kowloon, Hong Kong
|
Mr. Yiu Kai
Hong Kongnese
|
Director
|
Director’s duties subject to the Board’s direction
|
Unit 7503A, 75/F,
International Commerce Center,
1 Austin Road West,
Kowloon, Hong Kong
|
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