CUSIP
NO. 04341Y105
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
23,829,097
1,2
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
11,529,097
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,829,097
1,2
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
|
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) 11,300,000 shares held
by Jin Huang Mining Company Limited.
CUSIP
NO. 04341Y105
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
23,829,097
1,2
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
12,529,097
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,829,097
1,2
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
|
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) 11,300,000 shares held
by Jin Huang Mining Company Limited.
CUSIP
NO. 04341Y105
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
23,829,097
1,2
|
|
9
|
|
SOLE DISPOSITIVE POWER
11,300,000
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,829,097
1,2
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
|
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) 11,300,000 shares held
by Jin Huang Mining Company Limited.
This
Amendment No. 1 to Schedule 13D (this “
Amendment No. 1
”) 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. 1, 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. 1, 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. 1 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. 1 are hereby incorporated by reference.
(b)
Rows (7) through (10) of the cover pages to Amendment No. 1 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 7,300,000 shares of the Common Stock on the open market through a broker on February 9, 2018,
for a price of CAD 1.076 per share, and have not effected any other transactions in the Issuer's securities since the filing of
the Original Schedule 13D.
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.
1 is true, complete and correct.
Dated:
February 12, 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.
1 is true, complete and correct.
Dated:
February 12, 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.
1 is true, complete and correct.
Dated:
February 12, 2018
|
JIN HUANG
MINING COMPANY LIMITED
|
|
|
|
By:
|
/s/ FAN Cheung Man
|
|
Name:
|
FAN Cheung Man
|
|
Title:
|
Director
|