CUSIP No.: 89621C105 |
Page 2 of 11 |
1 |
NAME
OF REPORTING PERSONS
Electrum
Strategic Opportunities Fund L.P. |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☒
(b)
☐ |
3 |
SEC
USE ONLY
|
|
4 |
SOURCE
OF FUNDS
OO |
|
5 |
CHECK
BOX 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
31,604,741 |
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
31,604,741 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,604,741 |
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.41% |
|
14 |
TYPE
OF REPORTING PERSON
PN |
|
CUSIP No.: 89621C105 |
Page 3 of 11 |
1 |
NAME
OF REPORTING PERSONS
The
Electrum Group LLC |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☒
(b)
☐ |
3 |
SEC
USE ONLY
|
|
4 |
SOURCE
OF FUNDS
OO |
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
31,604,741
(1) |
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
31,604,741
(1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,604,741
(1) |
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.41% |
|
14 |
TYPE
OF REPORTING PERSON
IA |
|
(1) Consists of common shares held by Electrum Strategic Opportunities
Fund L.P.
CUSIP No.: 89621C105 |
Page 4 of 11 |
1 |
NAME
OF REPORTING PERSONS
ESOF
GP Ltd. |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☒
(b)
☐ |
3 |
SEC
USE ONLY
|
|
4 |
SOURCE
OF FUNDS
OO |
|
5 |
CHECK
BOX 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
31,604,741
(2) |
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
31,604,741
(2) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,604,741
(2) |
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.41% |
|
14 |
TYPE
OF REPORTING PERSON
OO |
|
(2)
Consists of common shares held by Electrum Strategic Opportunities Fund L.P.
CUSIP No.: 89621C105 |
Page 5 of 11 |
1 |
NAME
OF REPORTING PERSONS
GRAT
Holdings LLC |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☒
(b)
☐ |
3 |
SEC
USE ONLY
|
|
4 |
SOURCE
OF FUNDS
OO |
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
833,333 |
8 |
SHARED
VOTING POWER
0 |
9 |
SOLE
DISPOSITIVE POWER
833,333 |
10 |
SHARED
DISPOSITIVE POWER
0 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
833,333 |
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.54% |
|
14 |
TYPE
OF REPORTING PERSON
OO |
|
CUSIP No.: 89621C105 |
Page 6 of 11 |
1 |
NAME
OF REPORTING PERSONS
Thomas
Scott Kaplan |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☒
(b)
☐ |
3 |
SEC
USE ONLY
|
|
4 |
SOURCE
OF FUNDS
OO |
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.A |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
123,739
(3) |
8 |
SHARED
VOTING POWER
32,438,074 (4) |
9 |
SOLE
DISPOSITIVE POWER
123,739
(3) |
10 |
SHARED
DISPOSITIVE POWER
32,438,074
(4) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,561,813
(5) |
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.03% |
|
14 |
TYPE
OF REPORTING PERSON
IN |
|
(3)
Consists of (i) 10,000 of the Issuer’s common shares held by Tigris Financial Group Ltd., over which common shares Mr. Kaplan has
sole voting and dispositive power, and (ii) 113,739 of the Issuer’s common shares held directly by Mr. Kaplan.
(4)
Consists of 31,604,741 of the Issuer’s common shares held by Electrum Strategic Opportunities Fund L.P., and 833,333 of the Issuer’s
common shares held by GRAT Holdings LLC.
(5)
Consists of the securities described in Footnotes 3 and 4.
CUSIP No.: 89621C105 |
Page 7 of 11 |
This
Amendment No. 7 (this “Amendment”) amends the Schedule 13D filed by Electrum Strategic Resources L.P. (formerly Electrum
Strategic Resources LLC) (“Electrum Strategic”) on May 10, 2012, as amended by Amendment Nos. 1, 2, 3, 4, 5 and 6 to the
Schedule 13D filed by the Reporting Persons on December 31, 2012, July 9, 2014, April 23, 2015, June 26, 2015, December 31, 2015 and
April 24, 2018 (as amended, the “Schedule 13D”) with respect to the common shares of Trilogy Metals Inc. (the “Issuer”),
formerly known as NovaCopper Inc. The purpose of this Amendment is to report (i) changes in the number of common shares beneficially
owned by Electrum Strategic Opportunities Fund L.P., an investment fund managed by The Electrum Group LLC, as a result of an acquisition
of common shares of the Issuer on April 25, 2023; and (ii) changes in the percentage of the Issuer’s outstanding common shares
beneficially owned by the Reporting Persons as a result of changes in the number of outstanding common shares. All capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
Item
1. Security and Issuer
Item
1 of the Schedule 13D is hereby amended and restated as follows:
This
Schedule 13D relates to the common shares (the “Common Shares”) of Trilogy Metals Inc. (the “Issuer”), a company
organized and existing under the laws of the province of British Columbia, Canada. The address of the Issuer’s principal executive
offices is Suite 1150, 609 Granville Street, Vancouver, British Columbia, Canada V7Y 1G5.
Item
2. Identity and Background
Items
2(a), 2(b) and 2(c) of the Schedule 13D are hereby amended and restated as follows:
(a)
This Statement is being filed by The Electrum Group LLC, a Delaware limited liability company (“TEG Services”), GRAT Holdings
LLC, a Delaware limited liability company (“GRAT Holdings”), Electrum Strategic Opportunities Fund L.P., a Cayman Islands
exempted limited partnership (“ESOF”), ESOF GP Ltd., a Cayman Islands company (“ESOF GP”), and Thomas S. Kaplan,
a natural person and citizen of the United States (“Kaplan” and, collectively, the “Reporting Persons”). Schedule
A attached hereto sets forth information referred to in Instruction C of Schedule 13D with respect to each Reporting Person to the extent
applicable.
(b)
The principal business address of each of the Reporting Persons is c/o The Electrum Group LLC, 600 Fifth Avenue, 24th Floor,
New York, NY 10020.
(c)
The principal business of each of GRAT Holdings, ESOF, ESOF GP and Kaplan is to invest in securities and other assets, directly or indirectly.
Kaplan is also Chairman and Chief Executive Officer of TEG Services. The principal business of each of TEG Services is to provide investment
advisory services.
CUSIP No.: 89621C105 |
Page 8 of 11 |
Item
3. Source and Amount of Funds or Other Consideration.
Item
3 of the Schedule 13D is hereby amended by adding the following:
The
source of funds used for the purchase of the common shares reflected in this Amendment was capital contributions from limited partners
of ESOF. On April 25, 2023, ESOF acquired 2,181,818 of the Issuer’s common shares for an aggregate purchase price of $1,199,999.90,
or $0.55 per common share.
Item
4. Purpose of Transaction.
Item
4 of the Schedule 13D is hereby amended by adding the following:
The
information set forth in Item 3 is incorporated herein by reference.
ESOF
acquired the common shares for investment purposes.
As
a shareholder of the Issuer, on an ongoing basis, each Reporting Person (to the extent it continues to beneficially own the Issuer’s
common shares) will review the Issuer’s operating, management, business affairs, capital needs and general industry and economic
conditions, and, based on such review, one or more Reporting Persons may, from time to time, determine to increase or decrease its ownership
of common shares, vote to approve an extraordinary corporate transaction with regard to the Issuer or engage in any of the events set
forth in Items 4(a) through (j) of Schedule 13D. Except as otherwise provided herein, each Reporting Person currently has no intention
of engaging in any of the events set forth in Items 4(a) through (j) of Schedule 13D.
Each
of the Reporting Persons may be deemed to be a member of a “group” as such term is defined in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended and Rule 13d-54 promulgated thereunder, with the other Reporting Persons.
Item
5. Interest in Securities of the Issuer.
Items
5(a), 5(b), and 5(c) of the Schedule 13D are hereby amended and restated as follows:
As
of April 25, 2023, the Reporting Persons (and each of them) beneficially own the number of common shares set forth below. Percentage
ownership is based upon 154,837,574 issued and outstanding common shares of the Issuer.
(a)
|
(1) |
Reporting Persons |
|
|
|
|
Number of shares: 32,561,813 |
|
|
Percentage of shares: 21.03% |
|
|
|
(2) |
ESOF |
|
|
|
|
Number of shares: 31,604,741 |
|
|
Percentage of shares: 20.41% |
|
|
|
(3) |
ESOF GP |
|
|
|
|
Number of shares: 31,604,741 |
|
|
Percentage of shares: 20.41% |
CUSIP No.: 89621C105 |
Page 9 of 11 |
|
(4) |
TEG Services |
|
|
|
|
Number of shares: 31,604,741 |
|
|
Percentage of shares: 20.41% |
|
|
|
(5) |
GRAT Holdings |
|
|
|
|
Number of shares: 833,333 |
|
|
Percentage of shares: 0.54% |
|
|
|
(6) |
Kaplan |
|
|
|
|
|
Number of shares: 32,561,813 |
|
|
Percentage of shares: 21.03% |
(b)
|
(1) |
ESOF |
|
|
|
|
Sole power to vote or direct the vote: 0 |
|
|
Shared power to vote or direct the vote: 31,604,741* |
|
|
Sole power to dispose or to direct the disposition: 0 |
|
|
Shared power to dispose or direct the disposition: 31,604,741* |
|
|
|
|
(2) |
ESOF GP |
|
|
|
|
|
Sole power to vote or direct the vote: 0 |
|
|
Shared power to vote or direct the vote: 31,604,741* |
|
|
Sole power to dispose or to direct the disposition: 0 |
|
|
Shared power to dispose or direct the disposition: 31,604,741* |
|
|
|
(3) |
TEG Services |
|
|
|
|
|
Sole power to vote or direct the vote: 0 |
|
|
Shared power to vote or direct the vote: 31,604,741* |
|
|
Sole power to dispose or to direct the disposition: 0 |
|
|
Shared power to dispose or direct the disposition: 31,604,741* |
|
|
|
|
(4) |
GRAT Holdings |
|
|
|
|
Sole power to vote or direct the vote: 833,333 |
|
|
Shared power to vote or direct the vote: 0 |
|
|
Sole power to dispose or to direct the disposition: 833,333 |
|
|
Shared power to dispose or direct the disposition: 0 |
|
|
|
|
(5) |
Kaplan |
|
|
|
|
|
Sole power to vote or direct the vote: 123,739** |
|
|
Shared power to vote or direct the vote: 32,438,074*** |
|
|
Sole power to dispose or to direct the disposition: 123,739** |
|
|
Shared power to dispose or direct the disposition: 32,438,074*** |
*
Consists of common shares held by ESOF.
**Consists
of (i) 10,000 of the Issuer’s common shares held by Tigris and (ii) 113,739 of the Issuer’s common shares held directly by
Kaplan.
***
Consists of 31,604,741 of the Issuer’s common shares held by ESOF, and (ii) 833,333 of the Issuer’s common shares held by
GRAT Holdings.
CUSIP No.: 89621C105 |
Page 10 of 11 |
ESOF
GP is the general partner of the sole general partner of, and TEG Services is the investment adviser to, ESOF. TEG Services possesses
voting and investment discretion with respect to assets of ESOF, including indirect investment discretion with respect to the common
shares held by ESOF. The Investment Committee of TEG Services (see Schedule A) exercises voting and investment decisions on behalf of
TEG Services. The Investment Committee of GRAT Holdings (see Schedule A) exercises voting and investment decisions on behalf of GRAT
Holdings, including decisions on behalf of GRAT Holdings with respect to the securities reported herein. Kaplan is the sole shareholder
of, and possesses sole voting and investment discretion with respect to, the assets of Tigris. Kaplan possesses shared voting and dispositive
power over the Issuer’s common shares held by ESOF and GRAT Holdings.
(c)
Other than the acquisition of 2,181,818 of the Issuer’s common shares described in Item 3, no Reporting Person has effected any
transaction in the common shares during the past 60 days.
Each
Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d) (3) of the
Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.
Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
Item
7. Materials to Be Filed as Exhibits.
Item
7 of the Schedule 13D is hereby amended by adding the following as Exhibit 99.5
99.5
Joint Filing Agreement
CUSIP No.: 89621C105 |
Page 11 of 11 |
SIGNATURES
After
reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated:
April 26, 2023
THE ELECTRUM GROUP LLC |
|
|
|
By: |
/s/ Michael H. Williams |
|
Name: |
Michael H. Williams |
|
Title: |
Senior Managing Director |
|
|
|
GRAT HOLDINGS LLC |
|
|
|
By: |
/s/ Thomas S. Kaplan |
|
Name: |
Thomas S. Kaplan |
|
Title: |
Co-Chief Executive Officer |
|
|
|
ELECTRUM STRATEGIC OPPORTUNITIES FUND L.P. |
|
|
|
By: |
Electrum Strategic Opportunities Fund GP L.P., its general partner |
By: |
ESOF GP Ltd., its general partner |
|
|
|
By: |
/s/ Michael H. Williams |
|
Name: |
Michael H. Williams |
|
Title: |
Director |
|
|
|
ESOF GP LTD. |
|
|
|
By: |
/s/ Michael H. Williams |
|
Name: |
Michael H. Williams |
|
Title: |
Director |
|
|
|
/s/ Thomas S. Kaplan |
|