Amended Statement of Ownership (sc 13g/a)
May 30 2019 - 6:26AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No.
3)
Kirkland Lake Gold Ltd.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
49741E100
(CUSIP Number)
May 28, 2019
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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*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 (the “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.
49741E100
1
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NAMES OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Resolute
Performance Fund
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
¨
(b)
x
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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
Ontario, Canada
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
10,350,000
1
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6
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SHARED
VOTING POWER
10,350,000
1
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7
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SOLE
DISPOSITIVE POWER
10,350,000
1
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8
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SHARED
DISPOSITIVE POWER
10,350,000
1
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,350,000
1
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable.
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¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.93%
2
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12
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TYPE
OF REPORTING PERSON
FI
3
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1
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Resolute Funds Limited, the Trustee and Manager of Resolute
Performance Fund, may be deemed to have sole voting and dispositive power over the issuer’s Common Shares and Tom Stanley,
the President, Chief Investment Officer and Portfolio Manager of Resolute Funds Limited, may be deemed to have sole voting and
dispositive power over the issuer’s Common Shares.
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2
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Based on 210,011,669 total Common Shares of the issuer
outstanding as of May 22, 2019.
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3
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Resolute Performance Fund is an open-ended investment trust
established under the laws of Ontario, Canada.
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CUSIP No.
49741E100
1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Resolute Funds Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENHIP OR PLACE OF ORGANIZATION
Ontario, Canada
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
10,350,000
1
|
6
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SHARED VOTING POWER
10,350,000
1
|
7
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SOLE DISPOSITIVE POWER
10,350,000
1
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8
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SHARED DISPOSITIVE POWER
10,350,000
1
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,350,000
1
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable.
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.93%
2
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12
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TYPE OF REPORTING PERSON
IA
3
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1
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The shares are owned directly by Resolute Performance Fund.
Resolute Funds Limited is the Trustee and Manager of Resolute Performance Fund and may be deemed to have sole voting and dispositive
power over the shares of the issuer’s Common Shares.
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2
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Based on 210,011,669 total Common Shares of the issuer
outstanding as of May 22, 2019.
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3
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Resolute Funds Limited is registered with the Ontario Securities
Commission as an Adviser in the category of Portfolio Manager and Investment Fund Manager.
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CUSIP No.
49741E100
1
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NAMES OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Tom Stanley
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
¨
(b)
x
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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
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SOLE
VOTING POWER
10,350,000
1
|
6
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SHARED
VOTING POWER
10,350,000
1
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7
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SOLE
DISPOSITIVE POWER
10,350,000
1
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8
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SHARED
DISPOSITIVE POWER
10,350,000
1
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,350,000
1
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable.
|
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.93%
2
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12
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TYPE OF REPORTING PERSON
IN
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1
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The shares are owned directly
by Resolute Performance Fund. Resolute Funds Limited is the Trustee and Manager of Resolute Performance Fund and Tom Stanley is
the President, Chief Investment Officer and Portfolio Manager of Resolute Funds Limited and may be deemed to have sole voting
and dispositive power over the issuer’s Common Shares.
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2
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Based on 210,011,669 total Common Shares of the issuer
outstanding as of May 22, 2019.
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Item 1(a)
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Name of Issuer:
Kirkland Lake Gold Ltd.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
Royal Bank Plaza, South Tower
200 Bay Street, Suite 3120
Toronto, Ontario
Canada M5J 2J1
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Item 2(a)
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Name of Persons Filing:
Resolute Performance Fund; Resolute Funds Limited, the manager and
trustee of Resolute Performance Fund; and Tom Stanley, the President, Chief Investment Officer and Portfolio Manager of Resolute
Funds Limited.
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Item 2(b)
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Address of Principal Business Office of the Reporting Persons:
2323 Yonge Street, Suite 502
Toronto, Ontario
Canada M4P 2C9
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Item 2(c)
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Citizenship:
Ontario, Canada
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Item 2(d)
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Title of Class of Securities:
Common Shares
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Item 2(e)
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CUSIP Number:
49741E100
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 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;
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act;
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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;
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940;
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(e)
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¨
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An investment adviser in accordance with Rule 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 Rule 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 Rule 13d-1(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;
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(j)
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A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________
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Not applicable.
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(a)
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Amount beneficially owned: 10,350,000 Common Shares
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(b)
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Percent of class: 4.93%. The percentages used herein and in the rest of Item 4 are calculated based upon 210,011,669 total Common Shares issued and outstanding as of May 22, 2019.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 10,350,000
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(ii)
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Shared power to vote or to direct the vote: 10,350,000
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(iii)
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Sole power to dispose or to direct the disposition of: 10,350,000
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(iv)
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Shared power to dispose or to direct the disposition of: 10,350,000
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Item 5.
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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
.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on
By the Parent Holding Company or Control Person.
Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
Not Applicable.
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Item 9.
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Notice of Dissolution of Group.
Not Applicable.
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Item 10.
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Certification.
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.
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SIGNATURES
After reasonable inquiry and to the best of
the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: May 29, 2019
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RESOLUTE PERFORMANCE FUND
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By:
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/s/ Tom Stanley
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Name: Tom Stanley
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Title: President of Resolute Funds
Limited, its
Manager and Trustee
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By:
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/s/ Tom Stanley
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Name: Tom Stanley
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Title: President
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By:
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/s/ Tom Stanley
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Name: Tom Stanley
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