Amended Statement of Beneficial Ownership (sc 13d/a)
06 March 2018 - 3:12AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13D/A
(Rule
13d-101)
Under
the Securities Exchange Act of 1934
(Amendment No. 2)*
Asanko
Gold, Inc.
(Name
of Issuer)
COMMON
SHARES
(Title
of Class of Securities)
04341Y105
(CUSIP
Number)
Zhang
Zonglin
Zijin
Global Fund
Unit
7503A, Level 75, International Commerce Centre
1
Austin Road West
Kowloon,
Hong Kong
+
(852) 2803 2116
|
|
Joyce
Chan
Gold
Mountains Asset Management Limited
Unit
7503A, Level 75, International Commerce Centre
1
Austin Road West
Kowloon,
Hong Kong
+
(852) 2803 2280
|
|
Edward
Ho
Jin
Huang Mining Company Limited
Unit
7503A, Level 75, International Commerce Centre
1
Austin Road West
Kowloon,
Hong Kong
+
(852) 2803 2738
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March
2, 2018
(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.
☐
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.
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
|
NAMES OF REPORTING PERSONS
Zijin Global Fund
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
27,829,097
1,2
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
11,529,097
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,829,097
1,2
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
|
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
Zijin Global Fund, Gold Mountains Asset Management Limited, and Jin Huang Mining Company Limited entered into a Voting Agreement,
dated as of January 29, 2018, pursuant to which the parties to the Voting Agreement agreed to vote all of their respective holdings
in the Common Stock of the Issuer as a group.
|
2
|
Consists of (a)
11,529,097 shares held by Zijin Global Fund; (b) 12,529,097 shares which may be deemed beneficially owned by Gold Mountains
Asset Management Limited as the manager of Zijin Global Fund (holding 11,529,097 shares) and various other funds (holding
1,000,000 shares); (c) 15,300,000 shares held by Jin Huang Mining Company Limited.
|
1
|
NAMES OF REPORTING PERSONS
Gold Mountains Asset Management Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
27,829,097
1,2
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
12,529,097
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,829,097
1,2
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
|
14
|
TYPE OF REPORTING PERSON
IV
|
1
|
Zijin Global Fund, Gold Mountains Asset Management Limited, and Jin Huang Mining Company Limited entered into a Voting Agreement,
dated as of January 29, 2018, pursuant to which the parties to the Voting Agreement agreed to vote all of their respective holdings
in the Common Stock of the Issuer as a group.
|
2
|
Consists of (a) 11,529,097 shares held by Zijin Global Fund; (b) 12,529,097 shares which may be deemed beneficially owned by Gold
Mountains Asset Management Limited as the manager of Zijin Global Fund (holding 11,529,097 shares) and various other funds (holding
1,000,000 shares); (c) 15,300,000 shares held by Jin Huang Mining Company Limited.
|
1
|
NAMES OF REPORTING PERSONS
Jin Huang Mining Company Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
☐
|
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
27,829,097
1,2
|
9
|
SOLE DISPOSITIVE POWER
15,300,000
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,829,097
1,2
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
|
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
Zijin Global Fund, Gold Mountains Asset Management Limited, and Jin Huang Mining Company Limited entered into a Voting Agreement,
dated as of January 29, 2018, pursuant to which the parties to the Voting Agreement agreed to vote all of their respective holdings
in the Common Stock of the Issuer as a group.
|
2
|
Consists of (a) 11,529,097 shares held by Zijin Global Fund; (b) 12,529,097 shares which may be deemed beneficially owned by Gold
Mountains Asset Management Limited as the manager of Zijin Global Fund (holding 11,529,097 shares) and various other funds (holding
1,000,000 shares); (c) 15,300,000 shares held by Jin Huang Mining Company Limited.
|
This
Amendment No. 2 to Schedule 13D (this “
Amendment No. 2
”) amends and supplements the statement on Schedule 13D
(the “
Original Schedule 13D
”), filed on January 29, 2018 (the Original Schedule 13D, as amended and supplemented
by this Amendment No. 2, the “
Schedule 13D
”), by Zijin Global Fund, a Cayman Islands company limited by shares
(“
Zijin
”); Gold Mountains Asset Management Limited; a company limited by shares and formed in Hong Kong (“
Gold
Mountains
”), and Jin Huang Mining Company Limited, a British Virgin Islands company limited by shares (“
Jin
Huang
”, and collectively with Zijin and Gold Mountains, the “
Reporting Persons
”, and each individually
a “
Reporting Person
”), relating to the common stock, without par value, of Asanko Gold Inc., a corporation
incorporated under the laws of British Columbia (the “
Issuer
”). Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the Original Schedule 13D.
Except
as specifically amended by this Amendment No. 2, the Schedule 13D is unchanged.
Item
3. Source or Amount of Funds or Other Consideration.
Item
3 of Schedule 13D is hereby amended and restated to read as follows:
Row
(4) of the cover pages to this Amendment No. 2 is hereby incorporated by reference.
Item
5. Interest in Securities of the Issuer.
Item
5(a)-(c) of Schedule 13D is hereby amended and restated to read as follows:
(a)
Rows (11) and (13) of the cover pages to Amendment No. 2 are hereby incorporated by reference.
(b)
Rows (7) through (10) of the cover pages to Amendment No. 2 set forth the number of Common Stock beneficially owned by each of
the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote
and sole power to dispose or to direct the disposition or shared power to dispose or direct the disposition.
(c)
The Reporting Persons purchased 4,000,000 shares of the Common Stock on the open market through a broker on March 2, 2018, for
a price of CAD 1.14 per share, and have not effected any other transactions in the Issuer's securities since the filing of Amendment
No. 1 to the Original Schedule 13D filed on February 12, 2018.
Item
7. Material to be Filed as Exhibits.
Item
7 of Schedule 13D is hereby supplemented with the following:
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No.
2 is true, complete and correct.
Dated:
March 5, 2018
|
ZIJIN GLOBAL FUND
|
|
|
|
By:
|
/s/ ZHANG Zonglin
|
|
Name:
|
ZHANG Zonglin
|
|
Title:
|
Director
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No.
2 is true, complete and correct.
Dated:
March 5, 2018
|
GOLD MOUNTAINS ASSET MANAGEMENT LIMITED
|
|
|
|
By:
|
/s/ ZHANG Zonglin
|
|
Name:
|
ZHANG Zonglin
|
|
Title:
|
Director
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No.
2 is true, complete and correct.
Dated:
March 5, 2018
|
JIN HUANG MINING COMPANY LIMITED
|
|
|
|
By:
|
/s/ FAN Cheung Man
|
|
Name:
|
FAN Cheung Man
|
|
Title:
|
Director
|
7
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