0001104659-05-028213.txt : 20050614 0001104659-05-028213.hdr.sgml : 20050613 20050614171941 ACCESSION NUMBER: 0001104659-05-028213 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050614 DATE AS OF CHANGE: 20050614 GROUP MEMBERS: RESOURCE CAPITAL ASSOCIATES III LP GROUP MEMBERS: RESOURCE CAPITAL FUND III LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CALAIS RESOURCES INC CENTRAL INDEX KEY: 0001044650 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50550 FILM NUMBER: 05895597 BUSINESS ADDRESS: STREET 1: PO BOX 427 STREET 2: V2P 6J7 CITY: CHILLIWACK STATE: A1 ZIP: 00000 BUSINESS PHONE: 6047953383 MAIL ADDRESS: STREET 1: PO BOX 427 STREET 2: V2P 6J7 CITY: CHILLIWACK STATE: A1 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RCA III GP LLC CENTRAL INDEX KEY: 0001323059 IRS NUMBER: 020670320 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1400 16TH STREET, SUITE 200 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 720-946-1452 MAIL ADDRESS: STREET 1: 1400 16TH STREET, SUITE 200 CITY: DENVER STATE: CO ZIP: 80202 SC 13D/A 1 a05-10819_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

Calais Resources Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

127907-10-3

(CUSIP Number)

James McClements
Resource Capital Fund III L.P.
1400 Sixteenth St., Suite 200
Denver, CO 80202
(720) 946-1444

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

May 31, 2005

(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.

^* 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. 127907-10-3

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RCA III GP L.L.C

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

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

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 9,515,818

			8.	Shared Voting Power —

			9.	Sole Dispositive Power 9,515,818

			10.	Shared Dispositive Power —

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,515,818

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

	13.	Percent of Class Represented by Amount in Row (11) 42.6%

	14.	Type of Reporting Person (See Instructions) OO, HC

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Resource Capital Fund III L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

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

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 9,515,818

			8.	Shared Voting Power —

			9.	Sole Dispositive Power 9,515,818

			10.	Shared Dispositive Power —

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,515,818

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

	13.	Percent of Class Represented by Amount in Row (11) 42.6%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Resource Capital Associates III L.P

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

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

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 9,515,818

			8.	Shared Voting Power —

			9.	Sole Dispositive Power 9,515,818

			10.	Shared Dispositive Power —

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,515,818

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

	13.	Percent of Class Represented by Amount in Row (11) 42.6%

	14.	Type of Reporting Person (See Instructions) PN, HC

Item 1.	Security and Issuer
This Amendment Number 1 to the statement on Schedule 13D (the “Schedule”) originally filed on April 11, 2005, relates to the common stock, no par value (“Common Stock”), of Calais Resources Inc., a British Columbia corporation (the “Issuer”).

Item 5.	Interest in Securities of the Issuer
Item 5 of the Schedule is hereby amended by deleting the first paragraph thereof and substituting the following therefor: On March 31, 2005, the Fund (i) acquired record ownership of 1.1 million shares of Common Stock, (ii) obtained the right to acquire 1.1 million Warrant Shares (as that term is defined in Item 6) and 5.9 million Option Shares (as that term is defined in Item 6) within 60 days and (iii) obtained the right to acquire voting control of the Additional Shares (as that term is defined in Item 6) within 60 days. The Fund has been informed by the Option Sellers (as that term is defined in Item 6) that there were, as of March 31, 2005, an aggregate of 1,915,818 Additional Shares. Accordingly, immediately prior to the expiration of the Katz Option Agreement (as that term is defined in Item 6), the Fund had beneficial ownership of a total of 10,015,818 shares of Common Stock. As a result of the expiration of the Katz Option Agreement, the Fund ceased to have beneficial ownership of the 200,000 Option Shares subject to that agreement and to the 300,000 Additional Shares held by Michael Katz. Accordingly, following the expiration of the agreement, the Fund had beneficial ownership of 9,515,818 shares of Common Stock. According to the Issuer’s Quarterly Report on Form 10-QSB for the quarter ended August 31, 2004, there were, as of that date, 20,143,453 shares of Common Stock issued and outstanding. Based on the foregoing, the Fund may be deemed to have sole voting and dispositive power over approximately 42.6% of the issued and outstanding Common Stock following the expiration of the Katz Option Agreement. Because Associates is the general partner of the Fund, and RCA is general partner of Associates, both Associates and RCA may be deemed to have indirect beneficial ownership of the Common Stock beneficially owned by the Fund.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule is hereby amended by inserting the following immediately after the penultimate paragraph thereof: On May 31, 2005, the Fund and three of the Option Sellers, RMS Enterprises LLC, Stephen Angelo Benaske and Matthew Witt, entered into extensions of their respective Option Agreements to extend the period in which the Fund may purchase the Option Shares held by those Option Sellers to July 15, 2005. The Fund’s option to purchase Option Shares from the fourth Option Seller, Michael Katz, expired pursuant to the terms of the Option Agreement between the Fund and Mr. Katz (the “Katz Option Agreement”).

Item 7.	Material to Be Filed as Exhibits
See the Index of Exhibits.

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.

RCA III GP L.L.C.


By:	/s/ Brian T. Dolan
	Name:	Brian T. Dolan
	Title:	Vice President

RESOURCE CAPITAL ASSOCIATES III L.P.

By:	RCA III GP L.L.C., General Partner


	By:	/s/ Brian T. Dolan
		Name:				Brian T. Dolan
		Title:				Vice President



RESOURCE CAPITAL FUND III L.P.

By:	Resource Capital Associates III L.P., General Partner


	By:	RCA III GP L.L.C., General Partner


		By:	/s/ Brian T. Dolan
		Name:			Brian T. Dolan
		Title:		Vice President

Index of Exhibits.

Exhibit 10		Extension of Option Agreement for the Purchase of Restricted Securities, dated as of March 31, 2005, by and between Matthew Witt and Resource Capital Fund III L.P.

Exhibit 11		Extension of Option Agreement for the Purchase of Restricted Securities, dated as of March 31, 2005, by and between RMS Enterprises LLC and Resource Capital Fund III L.P.

Exhibit 12		Extension of Option Agreement for the Purchase of Restricted Securities, dated as of March 31, 2005, by and between Stephen Angelo Benaske and Resource Capital Fund III L.P.

EX-10 2 a05-10819_1ex10.htm EX-10

EXHIBIT 10

EXTENSION OF OPTION AGREEMENT

FOR THE PURCHASE OF RESTRICTED SECURITIES

This Extension of Option Agreement for the Purchase of Restricted Securities (the “Extension”) is entered into and effective as of May 31, 2005 by and between Matthew Witt (the “Shareholder”) and Resource Capital Fund III L.P. (the “Option Holder”).

Recitals

A. The Shareholder and the Option Holder have entered into the Option Agreement for the Purchase of Restricted Shares dated as of March 31, 2005 (the “Option Agreement”), whereby the Shareholder has granted to the Option Holder the option to buy certain shares of Calais Resources, Inc. (“Calais”), with such shares designated in the Option Agreement and herein as the “Shares”. Capitalized terms used but not defined herein shall have the meanings given to them in the Option Agreement.

B. Pursuant to the Option Agreement, the Option Holder has until June 1, 2005 to exercise its option to buy the Shares.

C. The Option Holder desires additional time to evaluate and assess Calais and the acquisition of the Shares, and the Shareholder desires to extend and continue the Option and grant to the Option Holder additional time prior to the expiration of the Option.

Agreement

NOW THEREFORE, in consideration of the agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confirmed, the Shareholder and the Option Holder agree as follows:

1. The Shareholder agrees to continue the Option and extend the date by which the Option Holder must exercise the Option to acquire the Shares from June 1, 2005 to July 15, 2005. The Shareholder and the Option Holder agree that the Option Holder shall have and hold the sole and exclusive option to acquire the Shares through July 15, 2005 and that the Option to acquire the Shares described in the Option Agreement may be exercised by the Option Holder by providing a written Exercise Notice to the Shareholder at Shareholder’s address set forth in the Option Agreement on or before July 15, 2005.

2. The Shareholder and the Option Holder agree that the Option Agreement is amended by deleting each reference to the date “June 1, 2005” therefrom and substituting the date “July 15, 2005” therefor. The Shareholder and the Option Holder further agree that the Option Agreement, as continued and extended through July 15, 2005, is hereby ratified, approved, continued, restated and effective in all respects through July 15, 2005, and this Extension forms part of the Option Agreement.

3. This Extension shall be governed by and construed in accordance with the laws of the State of Colorado. This Extension may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This Extension may be executed and delivered by facsimile or other electronic means, with such signatures having the same force and effect as originals. This Extension is binding upon and inures to the benefit of the Shareholder, the Option Holder and their respective successors and assigns.

IN WITNESS WHEREOF, the parties hereto have caused this Extension to be executed as of the date first above written.

OPTION HOLDER:

Resource Capital Fund III L.P.

By:		Resource Capital Associates III L.P.,
		General Partner
By:		RCA III GP L.L.C.,
		General Partner


By:	/s/ Ryan T. Bennett
		Ryan T. Bennett
		Vice President


SHAREHOLDER:


		/s/ Matthew Witt
		Matthew Witt, Shareholder

EX-11 3 a05-10819_1ex11.htm EX-11

EXHIBIT 11

EXTENSION OF OPTION AGREEMENT

FOR THE PURCHASE OF RESTRICTED SECURITIES

This Extension of Option Agreement for the Purchase of Restricted Securities (the “Extension”) is entered into and effective as of May 31, 2005 by and between RMS Enterprises LLC (the “Shareholder”) and Resource Capital Fund III L.P. (the “Option Holder”).

Recitals

B. Pursuant to the Option Agreement, the Option Holder has until June 1, 2005 to exercise its option to buy the Shares.

Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Extension to be executed as of the date first above written.

OPTION HOLDER:

Resource Capital Fund III L.P.

By:		Resource Capital Associates III L.P.,
		General Partner
By:		RCA III GP L.L.C.,
		General Partner


By:	/s/ Ryan T. Bennett
	Ryan T. Bennett
	Vice President


SHAREHOLDER:


RMS ENTERPRISES LLC


By:	/s/ J. Eiland
	J. Eiland
	Manager

EX-12 4 a05-10819_1ex12.htm EX-12

EXHIBIT 12

EXTENSION OF OPTION AGREEMENT

FOR THE PURCHASE OF RESTRICTED SECURITIES

This Extension of Option Agreement for the Purchase of Restricted Securities (the “Extension”) is entered into and effective as of May 31, 2005 by and between Stephen Angelo Benaske (the “Shareholder”) and Resource Capital Fund III L.P. (the “Option Holder”).

Recitals

B. Pursuant to the Option Agreement, the Option Holder has until June 1, 2005 to exercise its option to buy the Shares.

Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Extension to be executed as of the date first above written.

	OPTION HOLDER:

	Resource Capital Fund III L.P.

	By:		Resource Capital Associates III L.P.,
			General Partner
	By:		RCA III GP L.L.C.,
			General Partner


	By:		/s/ Ryan T. Bennett
			Ryan T. Bennett
			Vice President


	SHAREHOLDER:


			/s/ Stephen Angelo Benaske
	Stephen Angelo Benaske, Shareholder

Under the Securities Exchange Act of 1934 (Amendment No. 1 )*

Item 5 of the Schedule is hereby amended by deleting the first paragraph thereof and substituting the following therefor:

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*