UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)
(Amendment No. 1)*
| Premier Royalty Inc. |
| (Name of Issuer) |
| |
| Common Shares |
| (Title of Class of Securities) |
| |
| 108404104 |
| (CUSIP Number) |
| |
Steven Filipovic Premier Gold Mines Limited Suite 200, 1100 Russell Street Thunder Bay, Ontario, Canada P7B 5N2 (807) 346-1390 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With copies to: Kimberley R. Anderson Dorsey & Whitney LLP Columbia Center 701 Fifth Avenue, Suite 6100 Seattle, Washington 98104 (206) 903-8800 |
| |
| January 28, 2013 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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.
| CUSIP No. 108404104 | 13D | Page 2 of 6 Pages |
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 PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS |
| | Premier Gold Mines Limited |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o |
| | |
| 3. | SEC USE ONLY |
| | |
| 4. | Source of funds (See Instructions) OO |
| 5. | Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Ontario, Canada |
| | 7. | SOLE VOTING POWER |
| NUMBER OF | | |
| SHARES | 8. | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY | 9. | SOLE DISPOSITIVE POWER |
| EACH | | |
| REPORTING | 10. | SHARED DISPOSITIVE POWER |
| PERSON WITH: | | 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o |
| | ��� |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| | 0.0% |
| 14. | TYPE OF REPORTING PERSON* CO |
| CUSIP No. 108404104 | 13D | Page 3 of 6 Pages |
Item 1. Security and Issuer.
This Schedule 13D relates to shares of common stock of Premier Royalty Inc. (the “Common Shares”). The address of the Premier Royalty Inc.’s principal executive office is 1100 Russell Street, Unit #6, Thunder Bay, Ontario Canada P7B 5N2.
Item 2. Identity and Background.
(a)-(c) Premier Gold Mines Limited (“Premier Gold”) is a publicly traded corporation in Canada incorporated under the laws of the province of Ontario, Canada. Its principal business address is Suite 200, 1100 Russell Street, Thunder Bay, Ontario, Canada P7B 5N2. Premier Gold’s principal business is exploration and development of gold mining projects. The name, business address and present principal occupation of each executive officer and director of Premier Gold is set forth on Schedule I hereto.
(d) During the last five years, neither Premier Gold, nor to Premier Gold’s knowledge, any of its executive officers or directors named on Schedule I, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither Premier Gold, nor to Premier Gold’s knowledge, any of its executive officers or directors named on Schedule I, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The citizenship of each executive officer and director of Premier Gold is set forth on Schedule I.
Item 3. Source and Amount of Funds or Other Consideration.
On January 28, 2013, Premier Gold sold 33,655,821 Common Shares and 6,965,676 warrants to purchase Common Shares pursuant to a share purchase agreement with Sandstorm Gold Ltd. for total consideration of $70,677,224 (the “Transaction”). After the Transaction, Premier Gold owns no Common Shares of Premier Royalty Inc.
Item 4. Purpose of Transaction.
The purpose of the Transaction was to strengthen Premier Gold’s treasury position and dispose of a non-core asset. The Transaction closed on January 28, 2013.
The Transaction resulted in no changed to the board of directors of Premier Royalty Inc.
Except as disclosed above, Premier Gold does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. Premier Gold may, from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals thereto.
| CUSIP No. 108404104 | 13D | Page 4 of 6 Pages |
Item 5. Interest in Securities of the Issuer.
(a) Premier Gold beneficially owns no shares of Premier Royalty Inc.
Ewan Downie beneficially owns 369,041 Common Shares and further holds options to purchase 400,000 Common Shares, 133,333 of which are currently vested. An additional 133,333 of such options will vest in September 2013, and the remaining options will vest in June 2014. The options have an exercise price of $2.37 per Common Share and expire on December 11, 2017. Accordingly, Mr. Downie is the beneficial owner of 502,374 Common Shares, representing approximately 0.80% of the Common Shares of Premier Royalty Inc.
Steven Filipovic holds a vested option to purchase 150,000 Common Shares at an exercise price of $2.37 per Common Share. Such options expire on December 11, 2017. Accordingly, Mr. Filipovic is the beneficial owner of approximately 0.24% of the Common Shares of Premier Royalty Inc.
Except as disclosed above, to Premier Gold’s knowledge, no Common Shares are beneficially owned by any of the persons listed on Schedule I.
(b) Premier Gold do not have the sole power to vote or to direct to vote, or the sole power to dispose of or to direct the disposition of, any of the Common Shares of Premier Royalty Inc. Except as disclosed in Items 4 and 5, to Premier Gold’s knowledge, none of the persons listed on Schedule I have sole or shared power to vote or to direct to vote, to dispose of or to direct the disposition of any Common Shares.
(c) On January 28, 2013, Premier Gold sold 33,655,821 Common Shares and 6,965,676 warrants to purchase Common Shares in the Transaction. Except as disclosed in Item 4, neither Premier Gold, nor to Premier Gold’s knowledge, any person named on Schedule I, has effected any transaction in the Common Shares during the past 60 days.
d) Except as disclosed above, neither Premier Gold nor, to Premier Gold’s knowledge, any person named on Schedule I, has the right to receive or power to direct the receipt of dividends from, or proceeds from the sale of, the Common Shares.
(e) Pursuant to the Transaction, on January 28, 2013, Premier Gold ceased to be the beneficial owner of more than five percent of the Common Shares of Premier Royalty Inc.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Except as disclosed above, in Items 3, 4, and 5 hereto and in the agreements incorporated herein by reference and set forth as exhibits hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the persons named in Item 2 and any person with respect to the securities of Premier Royalty Inc., including, without limitation, the transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses or the giving or withholding of proxies, the occurrence of which would give another person voting or investment power over the securities of Premier Royalty Inc.
| CUSIP No. 108404104 | 13D | Page 5 of 6 Pages |
Item 7. Material to Be Filed as Exhibits.
| | 99.1 | Share Purchase Agreement dated January 28, 2013 by and between Premier Gold Mines Limited and Sandstorm Gold Ltd. |
| CUSIP No. 108404104 | 13D | Page 6 of 6 Pages |
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 11, 2013 | Premier Gold Mines Limited |
| | |
| | |
| | By: | /s/ Steve Filipovic |
| | | Steve Filipovic |
| | | Chief Financial Officer |
The original statement shall be signed by each person on whose behalf the Statement is filed or his authorized representative. If the Statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
SCHEDULE I
Certain Information Relating to the Executive Officers and Directors of Premier Gold
The name of each executive officer and director of Premier Gold Mines Limited is set forth below.
Each person is a citizen of Canada, except for Brian Morris and John A. Begeman, who are residents of the United States.
| Name | Principal Occupation and Business | Business Address |
| | | |
| John A. Begeman | Director of Premier Gold Mines Limited | Suite 200, 1100 Russell Street Thunder Bay, Ontario Canada P7B 5N2 |
| | | |
| Jean-Pierre Colin | Strategy Consultant, self-employed | Suite 200, 1100 Russell Street Thunder Bay, Ontario Canada P7B 5N2 |
| | | |
| Ewan S. Downie | President, Chief Executive Officer and Director of Premier Gold Mines Limited | Suite 200, 1100 Russell Street Thunder Bay, Ontario Canada P7B 5N2 |
| | | |
| Henry J. Knowles | Business and Financial Consultant, self-employed | Suite 200, 1100 Russell Street Thunder Bay, Ontario Canada P7B 5N2 |
| | | |
| Claude Lemasson | Director of Premier Gold Mines Limited | Suite 200, 1100 Russell Street Thunder Bay, Ontario Canada P7B 5N2 |
| | | |
| Eberhard Sherkus | Director of Premier Gold Mines Limited | Suite 200, 1100 Russell Street Thunder Bay, Ontario Canada P7B 5N2 |
| | | |
| John Seaman | Chief Financial Officer of Pediment Exploration Ltd., a gold and silver mining exploration and development company | 720-789 W. Pender St. Vancouver, British Columbia Canada V6C 1X6 |
| | | |
| Steve Filipovic | Chief Financial Officer of the Premier Gold Mines Limited | Suite 200, 1100 Russell Street Thunder Bay, Ontario Canada P7B 5N2 |
| | | |
| Stephen McGibbon | Executive Vice President of Corporate and Project Development of Premier Gold Mines Limited | Suite 200, 1100 Russell Street Thunder Bay, Ontario Canada P7B 5N2 |
| | | |
| Brian Morris | Vice President of Exploration of Premier Gold Mines Limited | Suite 200, 1100 Russell Street Thunder Bay, Ontario Canada P7B 5N2 |
| | | |
