10/28/2025 | Press release | Distributed by Public on 10/28/2025 17:41
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants (right to buy)(4) | $0.45 | 10/24/2025 | P | 2,208,037 | 10/24/2025 | 10/24/2028 | Common stock, $0.001 par value | 2,208,037 | $ 0 (3) | 2,208,037 | I(1)(2) | By Equinox Partners, L.P. | |||
| Warrants (right to buy)(4) | $0.45 | 10/24/2025 | P | 2,800,000 | 10/24/2025 | 10/24/2028 | Common stock, $0.001 par value | 2,800,000 | $ 0 (3) | 2,800,000 | I(1) | By Managed Account | |||
| Warrants (right to buy)(4) | $0.45 | 10/24/2025 | P | 217,691 | 10/24/2025 | 10/24/2028 | Common stock, $0.001 par value | 217,691 | $ 0 (3) | 217,691 | I(1)(2) | By Equinox Partners Precious Metals Master Fund, LP | |||
| Warrants (right to buy)(4) | $0.45 | 10/24/2025 | P | 374,272 | 10/24/2025 | 10/24/2028 | Common stock, $0.001 par value | 374,272 | $ 0 (3) | 374,272 | I(1)(2) | By Mason Hill Partners, LP | |||
| Warrants (right to buy)(4) | $0.15 | 04/23/2025 | 05/08/2028 | Common stock, $0.001 par value | 0 | 3,564,442 | I(1)(2) | By Equinox Partners, L.P. | |||||||
| Warrants (right to buy)(4) | $0.15 | 04/23/2025 | 05/08/2028 | Common stock, $0.001 par value | 0 | 4,582,783 | I(1) | By Managed Account | |||||||
| Warrants (right to buy)(4) | $0.15 | 04/23/2025 | 05/08/2028 | Common stock, $0.001 par value | 0 | 337,016 | I(1)(2) | By Equinox Partners Precious Metals Master Fund, LP | |||||||
| Warrants (right to buy)(4) | $0.15 | 04/23/2025 | 05/08/2028 | Common stock, $0.001 par value | 0 | 662,101 | I(1)(2) | By Mason Hill Partners, LP | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Equinox Partners Investment Management LLC THREE STAMFORD PLAZA 301 TRESSER BLVD, 13TH FL STAMFORD, CT 06901 |
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EQUINOX PARTNERS LP 301 TRESSER BLVD. 13TH FLOOR STAMFORD, CT 06901 |
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MASON HILL PARTNERS LP 301 TRESSER BLVD. 13TH FLOOR STAMFORD, CT 06901 |
X | |||
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Equinox Partners Precious Metals Fund, L.P. 301 TRESSER BLVD 13TH FLOOR STAMFORD, CT 06901 |
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| EQUINOX PARTNERS INVESTMENT MANAGEMENT LLC /s/ Sean M. Fieler Sean M. Fieler, Manager | 10/28/2025 | |
| **Signature of Reporting Person | Date | |
| EQUINOX PARTNERS, L.P. /s/ Sean M. Fieler Sean M. Fieler, Manager of Equinox Partners Investment Management LLC, the Investment Manager of Equinox Partners, L.P. | 10/28/2025 | |
| **Signature of Reporting Person | Date | |
| MASON HILL PARTNERS, LP /s/ Sean M. Fieler Sean M. Fieler, Manager of Equinox Partners Investment Management LLC, the Investment Manager of Mason Hill Partners, LP | 10/28/2025 | |
| **Signature of Reporting Person | Date | |
| EQUINOX PRECIOUS METALS FUND, L.P. /s/ Sean M. Fieler Manager of Equinox Partners Investment Management LLC, the Investment Manager of Equinox Precious Metals Master Fund, L.P. | 10/28/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Sean M. Fieler Sean M. Fieler | 10/28/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. |
| (2) | EPIM is the investment advisor to Equinox Partners, L.P., Equinox Partners Precious Metals Master Fund, LP, and Mason Hill Partners, LP (collectively, the "Funds"). Mr. Fieler is the president of EPIM. By virtue of these relationships, each of EPIM and Mr. Fieler may be deemed to beneficially own the securities owned directly by the Funds. |
| (3) | The Reporting Persons acquired units ("Units") from the Issuer consisting of one share of common stock and one common share purchase warrant for a price of $0.25 per Unit. |
| (4) | The common share purchase warrants held by the Reporting Persons (the "Warrants") are subject to a beneficial ownership limitation set forth in the Warrant Certificate governing the Warrants such that the Warrants are exercisable for Common Shares by a holder only to the extent the holder, together with its affiliates and any other person acting as a group with the holder, would not beneficially own more than 19.99% of the outstanding Common Shares after giving effect to such exercise, as such percentage ownership is determined in accordance with the Warrant Certificate (the "Beneficial Ownership Limitation"), except that upon at least 61 days' prior notice from the holder to the issuer, the holder may terminate the Beneficial Ownership Limitation. The Reporting Persons disclaim beneficial ownership of any Common Shares into which the Warrants would be exercisable but for the application of the Beneficial Ownership Limitation. |
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Remarks: This Form 4 is filed jointly by Equinox Partners Investment Management LLC ("EPIM"), Sean M. Fieler, Equinox Partners, L.P., Equinox Partners Precious Metals Master Fund, LP, and Mason Hill Partners, LP (collectively, the "Reporting Persons"). |
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