sc13dza

0000909567-07-001551.txt : 20071214 0000909567-07-001551.hdr.sgml : 20071214 20071214163705 ACCESSION NUMBER: 0000909567-07-001551 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20071214 DATE AS OF CHANGE: 20071214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDBELT RESOURCES LTD CENTRAL INDEX KEY: 0001013785 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46615 FILM NUMBER: 071307759 BUSINESS ADDRESS: STREET 1: STERLING TOWER STREET 2: 372 BAY STEET, SUITE 1201 CITY: TORONTO STATE: A6 ZIP: M5H 2W9 BUSINESS PHONE: 416-364-0557 MAIL ADDRESS: STREET 1: STERLING TOWER STREET 2: 372 BAY STEET, SUITE 1201 CITY: TORONTO STATE: A6 ZIP: M5H 2W9 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEGA MINING ASA CENTRAL INDEX KEY: 0001417438 IRS NUMBER: 000000000 STATE OF INCORPORATION: Q8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: KARENSLYST ALLE 2, 5 ETG.,P.O.BOX 568 CITY: SKOYEN STATE: Q8 ZIP: N-0278 BUSINESS PHONE: 47 23160100 MAIL ADDRESS: STREET 1: KARENSLYST ALLE 2, 5 ETG.,P.O.BOX 568 CITY: SKOYEN STATE: Q8 ZIP: N-0278 SC 13D/A 1 o38838sc13dza.htm SC 13D/A sc13dza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Goldbelt Resources Ltd.

(Name of Issuer)

Common Shares, without par value

(Title of Class of Securities)

380 755 405

(CUSIP Number)

Hans-Arne L’orange
Wega Mining ASA
Karenslyst Allé 2, 5 etg.
P.O. Box 568 Skøyen
Oslo, Norway N-0278
+47 2316 0104

Copies to:

Darren W. T. Novak, Esq.
Davies Ward Phillips & Vineberg LLP
625 Madison Avenue, 12th Floor
New York, New York 10022
(212) 588-5500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 13, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

*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 (“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.		23077R100		Page		2		of		7

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Wega Mining ASA

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

SEC Use Only

Source of Funds (See Instructions)

WC; OO (see Item 3)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Citizenship or Place of Organization

Norway

Sole Voting Power

Number of

Shared Voting Power

Beneficially

Owned by

82,972,035

Each

Sole Dispositive Power

Reporting

Person

With

Shared Dispositive Power

82,972,035

Aggregate Amount Beneficially Owned by Each Reporting Person

82,972,035

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

Percent of Class Represented by Amount in Row (11)

92.8%*

Type of Reporting Person (See Instructions)

CO; HC

* The calculation of the foregoing percentage is based on (i) 73,395,316 Common Shares outstanding on a fully-diluted basis as of October 17, 2007 as reported in the Support Agreement described in Item 4 hereof, (ii) 7,000,000 Common Shares issued by the Issuer (as defined below) to the Offeror (as defined below) as described in Item 4 hereof and (iii) 9,000,000 Common Shares issued by the Issuer to the Offeror as described in Item 4 hereof.


CUSIP No.		23077R100		Page		3		of		7

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Wega Mining Inc.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

SEC Use Only

Source of Funds (See Instructions)

WC; OO (see Item 3)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Citizenship or Place of Organization

British Columbia

Sole Voting Power

Number of

Shared Voting Power

Beneficially

Owned by

82,972,035

Each

Sole Dispositive Power

Reporting

Person

With

Shared Dispositive Power

82,972,035

Aggregate Amount Beneficially Owned by Each Reporting Person

82,972,035

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

Percent of Class Represented by Amount in Row (11)

92.8*%

Type of Reporting Person (See Instructions)

* The calculation of the foregoing percentage is based on (i) 73,395,316 Common Shares outstanding on a fully-diluted basis as of October 17, 2007 as reported in the Support Agreement described in Item 4 hereof, (ii) 7,000,000 Common Shares issued by the Issuer to the Offeror as described in Item 4 hereof and (iii) 9,000,000 Common Shares issued by the Issuer to the Offeror as described in Item 4 hereof.

Page 4 of 7

Item 1. Security and Issuer

This Amendment No. 3 amends and supplements the Schedule 13D filed on November 5, 2007, as amended by Amendment No. 1 thereto filed on November 8, 2007 and Amendment No. 2 thereto filed on November 23, 2007, by Wega Mining ASA and Wega Mining Inc. (the “Statement”) relating to the common shares, without par value (the “Common Shares”), of Goldbelt Resources Ltd., a corporation incorporated under the laws of the Province of British Columbia, Canada. Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Statement, and unless amended or supplemented hereby, all information previously filed remains in effect.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended and supplemented by adding the following paragraph immediately following the last paragraph thereof:

“As more fully described in Item 4 hereof, Wega Mining, through the Offeror, took up and accepted for payment all Common Shares validly deposited to the Offer and not withdrawn, totaling 66,972,035 Common Shares, and the source of funds with respect thereto was available cash on hand. The total amount of funds required by the Offeror to take up and accept for payment such Common Shares was approximately Cdn.$103,806,654 in the aggregate.”

Item 4. Purpose of Transaction

Item 4 of the Statement is hereby amended and supplemented by adding the following paragraphs immediately following the last paragraph thereof:

“On December 13, 2007 at 8:00 p.m. (Toronto time), Wega Mining, through the Offeror, took up and accepted for payment all of the Common Shares validly deposited to the Offer and not withdrawn, totaling 66,972,035 Common Shares (representing approximately 92.8% of the issued and outstanding Common Shares).

The Reporting Persons currently intend to acquire all Common Shares not tendered to the Offer pursuant to a compulsory acquisition or other subsequent acquisition transaction.”

Item 5. Interest in Securities of the Issuer

Items 5(a) and (b) of the Statement are hereby deleted and replaced in their entirety with the following:

“(a) and (b)

The Offeror beneficially owns 82,972,035 Common Shares, representing approximately 92.8% of the outstanding Common Shares on a fully-diluted basis based on (i) 73,395,316 Common Shares outstanding on a fully-diluted basis as of October 17, 2007 as

Page 5 of 7

reported in the Support Agreement, (ii) the 7,000,000 Common Shares issued by the Issuer to the Offeror as described in Item 4 of this Schedule 13D and (iii) the 9,000,000 Common Shares issued by the Issuer to the Offeror as described in Item 4 of this Schedule 13D. By virtue of its ownership of the Offeror, Wega Mining may be deemed to share beneficial ownership of the Common Shares beneficially owned by the Offeror. Wega Mining and the Offeror have the shared power to vote, direct the vote, dispose of or direct the disposition of the Common Shares referred to in the first sentence of this paragraph.”

Item 5(c) of the Statement is hereby deleted and replaced in its entirety with the following:

“(c)

Except as set forth in the second to last paragraph of Item 4 of this Schedule 13D and this Item 5, none of the Reporting Persons nor, to the Reporting Persons’ knowledge, any of the Schedule I Persons, has beneficial ownership of, or has engaged in any transaction during the past 60 days in, any Common Shares.”

Item 7. Material to be Filed as Exhibits

Item 7 is hereby amended and supplemented by the filing of the following exhibit herewith.


	Exhibit No.		Description
	6.		Press Release of Wega Mining ASA, dated December 14, 2007.

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.

Dated: December 14, 2007


WEGA MINING ASA
By:	/s/ Hans-Arne L’orange
	Name:	Hans-Arne L’orange
	Title:	Executive Vice President

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.

Dated: December 14, 2007


WEGA MINING INC.
By:	/s/ Ronald MacArthur
	Name:	Ronald MacArthur
	Title:	Chief Executive Officer, Chief Financial Officer and Secretary

EX-99.6 2 o38838exv99w6.htm EX-6 exv99w6

FOR IMMEDIATE RELEASE

WEGA MINING ACQUIRES OVER 91% OF GOLDBELT RESOURCES

Toronto, Canada — December 14, 2007 — Wega Mining ASA (“Wega Mining”) announced that as of 8:00 p.m. (Toronto time) on December 13, 2007, approximately 67 million common shares of Goldbelt Resources Ltd. (TSX: GLD) (“Goldbelt”) had been validly deposited (and not withdrawn) to Wega Mining’s offer (the “Offer”), through its wholly-owned subsidiary Wega Mining Inc. (the “Offeror”), to acquire all of the outstanding common shares of Goldbelt for Cdn.$1.55 in cash per share. The Offeror has taken up and accepted for payment all of such shares, which represent over 91% of the common shares of Goldbelt (excluding the 16,000,000 common shares (the “Private Placement Shares”) subscribed for by the Offeror pursuant to the Support Agreement among Wega Mining, the Offeror and Goldbelt) and, accordingly, the Offer is now concluded. The shares taken up under the Offer are sufficient to permit the Offeror to complete a compulsory acquisition under the Business Corporations Act (British Columbia). Together with the 16,000,000 Private Placement Shares, the Offeror now owns approximately 93% of the common shares of Goldbelt on a fully diluted basis.

“We are pleased that Goldbelt shareholders have shown their support for our Offer and look forward to working towards the development of the Inata Gold Project and the continued pursuit of Goldbelt’s exploration potential”, said Lars Marius Furu, Chief Executive Officer of Wega Mining.

It is Wega Mining’s current intention that it will enter into one or more transactions to enable the Offeror or an affiliate of the Offeror to acquire all of the common shares not acquired under the Offer. The Offeror currently intends to acquire all of the outstanding Goldbelt common shares not tendered to the Offer by way of a compulsory acquisition or other subsequent acquisition transaction.

About Wega Mining ASA

Wega Mining ASA is an Oslo-based international mining company focused on exploring, developing and operating gold, copper and zinc deposits. Wega Mining currently holds exploration licenses in Guinea, Canada, Portugal, Ecuador, Romania and Norway, and a gold-copper development project in Canada. It trades on Oslo Axess, an exchange regulated by the Oslo Stock Exchange. Additional details about Wega Mining can be found in its most recent annual report and listing prospectus available at www.wegamining.com.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

This press release contains certain forward-looking statements. The words “expect”, “will”, “intend”, “estimate” and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The reader of this press release is cautioned that such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Offeror or Wega Mining to be materially different from the Offeror’s or Wega Mining’s estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. These risks, uncertainties and other factors include, but are not limited to: changes in the worldwide price of gold and certain other commodities (such as zinc, copper, silver, fuel and electricity) and currency exchange rates; changes in interest rates or gold lease rates; risks arising from holding derivative instruments; inflationary pressures; ability to successfully integrate acquired assets; legislative, political and economic developments in the jurisdictions in which the Offeror, Wega Mining or Goldbelt carries on business; changes or disruptions in the securities markets; the occurrence of natural disasters, hostilities, acts of war or terrorism; the need to obtain permits and comply with laws and regulations and other regulatory requirements; the possibility that actual results of work may differ from projections/expectations or may not realize the perceived potential of the Offeror’s, Wega Mining’s or Goldbelt’s projects; risks of accidents, equipment breakdowns and labour disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in development programs; operating or technical difficulties in connection with mining or development activities, including conducting such activities in remote locations with limited infrastructure; employee relations and shortages of skilled personnel and contractors; the speculative nature of mineral exploration and development, including the risk of diminishing quantities or grades of reserves or mineralization; adverse changes in the Offeror’s or Wega Mining’s credit rating; contests over title to properties, particularly title to undeveloped properties; and the risks involved in the exploration, development and mining business.

For Further Information:

Wega Mining ASA
Lars Marius Furu, CEO
+47 23160100

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