Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
2024年1月27日 - 6:19AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(b), (c) AND
(d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
(Amendment No. 1)*
Triple Flag Precious Metals Corp.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
89679M104
(CUSIP Number)
December 31, 2023
(Date of Event which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨
Rule 13d-1(d)
* |
|
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 the 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).
CUSIP No. 89679M104 |
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13G |
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Page 2
of 10 Pages |
1. |
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NAMES OF REPORTING PERSONS
Newmont Corporation
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
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5.
SOLE VOTING POWER
0
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6.
SHARED VOTING POWER
0
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7.
SOLE DISPOSITIVE VOTING POWER
0
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8.
SHARED DISPOSITIVE VOTING POWER
0 |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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¨ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12. |
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TYPE OF REPORTING PERSON (See Instructions)
HC, CO
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CUSIP No. 89679M104 |
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13G |
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Page 3
of 10 Pages |
1. |
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NAMES OF REPORTING PERSONS
Newmont Holdings ULC
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
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5.
SOLE VOTING POWER
0
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6.
SHARED VOTING POWER
0
|
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7.
SOLE DISPOSITIVE VOTING POWER
0
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8.
SHARED DISPOSITIVE VOTING POWER
0 |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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¨ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12. |
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TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP No. 89679M104 |
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13G |
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Page 4
of 10 Pages |
1. |
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NAMES OF REPORTING PERSONS
Newmont Canada FN Holdings ULC
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
|
5.
SOLE VOTING POWER
0
|
|
6.
SHARED VOTING POWER
0
|
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7.
SOLE DISPOSITIVE VOTING POWER
0
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8.
SHARED DISPOSITIVE VOTING POWER
0 |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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¨ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12. |
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TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP No. 89679M104 |
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13G |
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Page 5
of 10 Pages |
1. |
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NAMES OF REPORTING PERSONS
Newmont Canada Corporation
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2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
|
5.
SOLE VOTING POWER
0
|
|
6.
SHARED VOTING POWER
0
|
|
7.
SOLE DISPOSITIVE VOTING POWER
0
|
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8.
SHARED DISPOSITIVE VOTING POWER
0 |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
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10. |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
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¨ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
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12. |
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TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP No. 89679M104 |
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13G |
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Page 6
of 10 Pages |
Item 1(a). |
Name of
Issuer: |
TRIPLE FLAG PRECIOUS METALS CORP.
Item 1(b). |
Address
of Issuer’s Principal Executive Offices: |
TD Canada Trust Tower
161 Bay Street, Suite 4535
Toronto, Ontario, Canada M5J 2S1
Item 2(a). |
Name of
Person Filing: |
Newmont Corporation
Newmont Holdings ULC
Newmont Canada FN Holdings ULC
Newmont Canada Corporation
Item 2(b). |
Address
of Principal Business Office or, if none, Residence: |
6900 E LAYTON AVE
SUITE 700
DENVER CO 80237
Newmont Corporation - Delaware
Newmont Holdings ULC - Canada
Newmont Canada FN Holdings ULC - Canada
Newmont Canada Corporation - Canada
Item 2(d). |
Title
of Class of Securities: |
Common Shares
89679M104
Item 3. |
If this
statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a) |
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¨ |
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Broker or dealer registered
under Section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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¨ |
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Bank as defined in section
3(a)(6) of the Act (15 U.S.C 78c). |
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(c) |
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¨ |
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Insurance company as defined
in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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¨ |
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Investment company registered
under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
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¨ |
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An investment adviser in
accordance with § 240.13d-1(b)(1)(ii)(E); |
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(f) |
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¨ |
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An employee benefit plan
or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
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(g) |
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¨ |
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A parent holding company
or control person in accordance with § 240.13d-l(b)(1)(ii)(G); |
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(h) |
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¨ |
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A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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¨ |
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A church plan that is excluded
from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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¨ |
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A non-U.S. institution
in accordance with § 240.13d-1(b)(1)(ii)(K). |
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(k) |
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¨ |
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Group, in accordance with
§ 240.13d-l(b)(1)(ii)(J). |
CUSIP No. 89679M104 |
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13G |
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Page 7
of 10 Pages |
(a) |
Amount beneficially
owned: |
Newmont Corporation - 0
Newmont Holdings ULC - 0
Newmont Canada FN Holdings ULC - 0
Newmont Canada Corporation - 0
Newmont Corporation - 0.0%
Newmont Holdings ULC - 0.0%
Newmont Canada FN Holdings ULC - 0.0%
Newmont Canada Corporation - 0.0%
(c) |
Number of shares as to
which such person has: |
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(i) |
Sole
power to vote or to direct the vote: |
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Newmont
Corporation – 0 |
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Newmont
Holdings ULC - 0 |
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Newmont
Canada FN Holdings ULC - 0 |
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Newmont
Canada Corporation - 0 |
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(ii) |
Shared
power to vote or to direct the vote: |
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Newmont
Corporation - 0 |
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Newmont
Holdings ULC - 0 |
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Newmont
Canada FN Holdings ULC - 0 |
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Newmont
Canada Corporation - 0 |
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(iii) |
Sole
power to dispose or to direct the disposition of: |
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Newmont
Corporation - 0 |
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Newmont
Holdings ULC - 0 |
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Newmont
Canada FN Holdings ULC - 0 |
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Newmont
Canada Corporation - 0 |
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(iv) |
Shared
power to dispose of or to direct the disposition of: |
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Newmont
Corporation - 0 |
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Newmont
Holdings ULC - 0 |
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Newmont
Canada FN Holdings ULC - 0 |
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Newmont
Canada Corporation - 0 |
Item 5. |
Ownership
of Five Percent or Less of a Class. |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than 5 percent of the class of securities, check the following x.
In March 2023, Newmont Canada Corporation, an indirect subsidiary
of Newmont Corporation, sold 15.12 million Common Shares of the Issuer (as identified under Item 1(a) above) on the open market.
In April 2023, Newmont Canada Corporation exercised warrants to acquire 1.8 million Common Shares of the Issuer and subsequently,
in a series of transactions in April and early May 2023, sold such 1.8 million Common Shares on the open market. Following
such open market sales, none of the Reporting Persons (as identified on the cover pages hereto) beneficially owns any Common Shares
of the Issuer. This statement represents an exit filing for each of the Reporting Persons.
CUSIP No. 89679M104 |
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13G |
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Page 8
of 10 Pages |
Item 6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
Not applicable.
Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Newmont Canada Corporation. See Exhibit A attached hereto.
Item 8. |
Identification
and Classification of Members of the Group. |
Not applicable.
Item 9. |
Notice
of Dissolution of Group. |
Not applicable.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
CUSIP No. 89679M104 |
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13G |
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Page 9
of 10 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.
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NEWMONT CORPORATION |
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Dated: January 26, 2024 |
By: |
/s/ Logan Hennessey |
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Name: |
Logan Hennessey |
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Title: |
Vice President, Associate
General Counsel and Corporate Secretary |
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NEWMONT HOLDINGS
ULC |
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Dated: January 26, 2024 |
By: |
/s/ Logan Hennessey |
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Name: |
Logan Hennessey |
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Title: |
Vice President and Secretary |
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NEWMONT CANADA
FN HOLDINGS ULC |
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Dated: January 26, 2024 |
By: |
/s/ Logan Hennessey |
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Name: |
Logan Hennessey |
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Title: |
Vice President and Secretary |
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NEWMONT CANADA
CORPORATION |
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Dated: January 26, 2024 |
By: |
/s/ Logan Hennessey |
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Name: |
Logan Hennessey |
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Title: |
Vice President and Secretary |
CUSIP No. 89679M104 |
|
13G |
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Page 10
of 10 Pages |
Exhibit A
Newmont Canada Corporation
Canada
Newmont (NYSE:NEM)
過去 株価チャート
から 6 2024 まで 7 2024
Newmont (NYSE:NEM)
過去 株価チャート
から 7 2023 まで 7 2024