- Amended Statement of Ownership (SC 13G/A)
February 11 2011 - 5:05PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)
Fronteer
Gold
Inc.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
35903Q106
(CUSIP
Number)
December 31,
2010
(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).
Continued
on following pages
Page 1 of
7 Pages
SCHEDULE
13G
CUSIP
No. 35903Q106
|
Page 2
of 7
Pages
|
1
|
Names
of Reporting Persons
|
|
Jacob
E. Safra
|
|
|
|
I.R.S.
Identification Nos. of above persons (entities only)
|
|
N/A
|
|
|
2
|
Check
the Appropriate Box If a Member of a Group (See
Instructions)
|
|
|
a.
|
¨
|
|
|
|
b.
|
¨
|
|
|
|
|
3
|
SEC
Use Only
|
|
|
4
|
Citizenship
or Place of Organization
|
|
N/A
|
|
5
|
Sole
Voting Power
|
Number
of
Shares
|
|
780,000
|
|
|
|
Beneficially
Owned
By
Each
|
6
|
Shared
Voting Power
0
|
|
|
|
Reporting
Person
With
|
7
|
Sole
Dispositive Power
780,000
|
|
8
|
Shared
Dispositive Power
|
|
|
0
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
780,000
|
|
|
10
|
Check
Box If the Aggregate Amount in Row (9) Excludes Certain
Shares
(See Instructions)
|
|
|
|
[
]
|
|
|
11
|
Percent
of Class Represented By Amount in Row (9)
|
|
|
|
Less
than 1%
|
|
|
12
|
Type
of Reporting Person (See Instructions)
|
|
|
|
IN
|
SCHEDULE
13G
CUSIP
No. 35903Q106
|
Page 3
of 7
Pages
|
1
|
NWG
Holdings Inc.
|
|
|
|
I.R.S.
Identification Nos. of above persons (entities only)
|
|
N/A
|
|
|
2
|
Check the
Appropriate Box If a Member of a Group (See
Instructions)
|
|
|
a.
|
¨
|
|
|
|
b.
|
¨
|
|
|
|
|
3
|
SEC
Use Only
|
|
|
|
|
4
|
Citizenship
or Place of Organization
|
|
|
Barbados
|
|
Number
of
Shares
|
5
|
Sole
Voting Power
780,000
|
|
|
|
Beneficially
Owned
By
Each
|
6
|
Shared
Voting Power
0
|
|
|
|
Reporting
Person
With
|
7
|
Sole
Dispositive Power
780,000
|
|
8
|
Shared
Dispositive Power
|
|
|
0
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
780,000
|
|
|
10
|
Check
Box If the Aggregate Amount in Row (9) Excludes Certain
Shares
(See Instructions)
|
|
|
|
[
]
|
|
|
11
|
Percent
of Class Represented By Amount in Row (9)
|
|
|
|
Less
than 1%
|
|
|
12
|
Type
of Reporting Person (See Instructions)
|
|
CO
|
SCHEDULE
13G
CUSIP
No. 35903Q106
|
Page
4
of 7
Pages
|
1
|
Names
of Reporting Persons
|
|
NWG
Investments Inc.
|
|
|
|
I.R.S.
Identification Nos. of above persons (entities only)
|
|
N/A
|
|
|
2
|
Check
the Appropriate Box If a Member of a Group (See
Instructions)
|
|
|
a.
|
¨
|
|
|
|
b.
|
¨
|
|
|
|
3
|
SEC
Use Only
|
|
|
4
|
Citizenship
or Place of Organization
|
|
Barbados
|
|
5
|
Sole
Voting Power
|
Number
of
Shares
|
|
780,000
|
|
|
|
Beneficially
Owned
By
Each
|
6
|
Shared
Voting Power
0
|
|
|
|
Reporting
Person
With
|
7
|
Sole
Dispositive Power
780,000
|
|
|
|
|
8
|
Shared
Dispositive Power
|
|
|
0
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
780,000
|
|
|
10
|
Check
Box If the Aggregate Amount in Row (9) Excludes Certain
Shares
(See Instructions)
|
|
|
|
[
]
|
|
|
11
|
Percent
of Class Represented By Amount in Row (9)
|
|
|
|
Less
than 1%
|
|
|
12
|
Type
of Reporting Person (See Instructions)
|
|
CO
|
SCHEDULE
13G
CUSIP
No. 35903Q106
|
Page
5
of 7
Pages
|
Item
1(a)
|
Name
of Issuer:
|
|
|
Fronteer
Gold
Inc.
(the "
Issuer
")
|
Item
1(b)
|
Address
of the Issuer's Principal Executive
Offices:
|
1650-1055
West Hastings St.,
Vancouver,
British Columbia, Canada V6R 2E9
Item
2(a)
|
Name
of Person Filing:
|
|
|
This
statement is filed on behalf of each of the following persons (collectively, the
"Reporting Persons"):
|
i)
|
Jacob
E. Safra (“
Safra
”)
|
|
ii)
|
NWG
Holdings Inc. (“
NWG
Holdings
”)
|
|
iii)
|
NWG
Investments Inc. (“
NWG
Investments
”)
|
This
statement related to Shares (as defined herein below) held by NWG Investments.
NWG Investments is indirectly owned 100% by Safra through NWG
Holdings.
Item2(b)
|
Address
of Principal Business Office or, if None,
Residence:
|
The
address of Safra is c/o CDL Consultants, 29 rue de la Coulouvrenière 1204
GENEVA Switzerland
The
address of the principal business office of NWG Investments is c/o Selena Invest
SA, Mill Mall, P.O. Box 964, Road Town, Tortola, BVI.
|
1)
|
Safra
is an individual
|
|
|
|
|
2)
|
NWG
Holdings is a Barbados corporation.
|
|
|
|
|
3)
|
NWG
Investments is a Barbados
corporation.
|
Item
2(d)
|
Title
of Class of Securities:
|
|
|
|
Common
Stock (the "
Shares
").
|
|
|
35903Q106
Item
3.
|
If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is
a:
|
|
|
|
This
Item 3 is not
applicable.
|
Item
4(a)
|
Amount
Beneficially Owned:
|
As of
February 9, 2011, each of the Reporting Persons may be deemed to be the
beneficial owner of 780,000 Shares.
SCHEDULE
13G
CUSIP
No. 35903Q106
|
Page
6
of 7
Pages
|
Item
4(b)
|
Percent
of Class:
|
According
to the Issuer’s Form 6-K filed on November 12, 2010, the number of Shares
outstanding as of September 30, 2010 was 120,703,856. Each of the
Reporting Persons may be deemed to be the beneficial owner of less than 1% of
the total number of Shares outstanding.
Item
4(c)
|
Number
of shares as to which such person
has:
|
Safra
(i)
|
Sole
power to vote or direct the vote
|
780,000
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
0
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
780,000
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
0
|
NWG Holdings
(i)
|
Sole
power to vote or direct the vote
|
780,000
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
0
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
780,000
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
0
|
NWG
Investments
(i)
|
Sole
power to vote or direct the vote
|
780,000
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
0
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
780,000
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
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
|
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
This Item
6 is not applicable.
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company:
|
|
|
|
This
Item 7 is not applicable.
|
|
|
Item
8.
|
Identification
and Classification of Members of the
Group:
|
|
|
|
This
Item 8 is not applicable.
|
Item
9.
|
Notice
of Dissolution of Group:
|
This Item
9 is not applicable.
By
signing below each of the Reporting Persons certify that, to the best of such
person's knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and 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 such securities and were not acquired and are not held
in connection with or as a participant in any transaction having such purpose or
effect.
SCHEDULE
13G
CUSIP
No. 35903Q106
|
Page
7
of 7
Pages
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
Date:
|
February
10, 2011
|
NWG
HOLDINGS INC.
|
|
By:
|
/s/
Dominique Liardet
|
|
Name:
|
Dominique
Liardet
|
|
Title:
|
Attorney
in Fact
|
Date:
|
February
10, 2011
|
NWG
INVESTMENTS INC.
|
|
|
By:
|
/s/Dominique
Liardet
|
|
Name:
|
Dominique
Liardet
|
|
Title:
|
Attorney
in Fact
|
/s/Jacob E. Safra
|
JACOB
E. SAFRA
|
Joint
Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act, as amended,
the undersigned hereby agree to the joint filing on behalf of each of them on a
statement on Schedule 13G (including amendments thereto) with respect to the
Common Stock, no par value, of Fronteer Gold Inc.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 10th day
of February 2011.
NWG
INVESTMENTS INC.
|
|
NWG
HOLDINGS INC.
|
|
|
|
By:
/s/
Dominique Liardet
|
|
By:
/s/
Dominique Liardet
|
|
Name:
Dominique Liardet
|
|
Name:
Dominique Liardet
|
Title:
Attorney in Fact
|
|
Title:
Attorney in Fact
|
|
|
|
/s/Jacob E. Safra
|
|
|
JACOB
E. SAFRA
|
|
|
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