UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

SCHEDULE 13G

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

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 in the remainder of this cover page shall not be deemed to be “filed” for the purpose of this 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).

¹ This calculation is based on 193,875,607 common shares, without par value, of Asanko Gold Inc. (the “Issuer”) outstanding as of February 11, 2015.

¹See Footnote 1.

¹See Footnote 1.

¹See Footnote 1.

¹See Footnote 1.

¹See Footnote 1. 

¹See Footnote 1.

Item 1.

(a) Name of Issuer

The issuer is Asanko Gold Inc., a company incorporated in British Columbia, Canada (the “Issuer”).

(b) Address of Issuer’s Principal Executive Offices:

700 -1199 West Hastings Street, Vancouver, British Columbia, Canada V6E 3T5

Item 2.

(a) Name of Persons Filing

The persons filing this statement on Schedule 13G (this “Schedule 13G”) are Mason Hill Advisors LLC, a Delaware limited liability company (“Mason Hill”), Equinox Asset Management LLC, a Delaware limited liability company (“EAM”), Equinox Partners, L.P., a Delaware limited partnership (“Equinox Partners”), Mason Hill Partners, LP, a Delaware Limited Partnership (“Mason Hill Partners”), Equinox Illiquid General Partner, LP, a Delaware limited partnership (“Illiquid GP”), Equinox Illiquid Fund, LP, a Delaware limited partnership (“Illiquid”), and Sean M. Fieler (together with Mason Hill, EAM, Equinox Partners, Mason Hill Partners and Illiquid GP, the “Reporting Persons”).      

Mason Hill’s principal business is serving as an investment adviser to certain affiliated funds, including Equinox Partners, Mason Hill Partners and Illiquid.

EAM’s principal business is serving as the sole general partner of each of Equinox Partners and Mason Hill Partners.

Illiquid GP’s principal business is serving as the sole general partner of Illiquid.

Each of Equinox Partners, Mason Hill Partners and Illiquid (collectively, the “Funds”) is a private investment fund.

Mr. Fieler owns a controlling interest in Mason Hill and is the managing member of each of Mason Hill and EAM.

The agreement among the Reporting Persons relating to the joint filing of this Schedule 13G is attached as Exhibit 99.1 hereto.     

(b) Address of Principal Business Office or, if none, Residence

The address of the principal business office of each of the Reporting Persons is 623 Fifth Avenue, 27th Floor, New York, New York 10022.

(c) Citizenship

Mr. Fieler is a United States citizen.  Each of the other Reporting Persons is organized under the laws of the State of Delaware.

(d) Title of Class of Securities

Common shares, without par value (“Common Shares”).

(e) CUSIP Number

04341Y105

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:

Item 4.

Ownership.

Based on the foregoing, the 10,756,767 Common Shares (the “Subject Shares”) beneficially owned by the Reporting Persons represent approximately 5.55% of the Common Shares outstanding. This calculation is based on 193,875,607 Common Shares of Asanko Gold Inc. (the “Issuer”) outstanding as of February 11, 2015.

Mason Hill, as the investment adviser to the Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As the general partner of Equinox Partners and Mason Hill Partners, EAM may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the 10,213,971 Common Shares held for the account of Equinox Partners. As the general partner of Illiquid, Illiquid GP may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the 542,796 Common Shares held for the account of Illiquid. By virtue of Sean M. Fieler’s position as the managing member of Mason Hill and the fact that he owns a controlling interest in Mason Hill, Mr. Fieler may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares and, therefore, he may be deemed to be the beneficial owner of the Subject Shares.

A.  Mason Hill Advisors LLC

(a) Amount beneficially owned

As of February 11, 2015, Mason Hill may be deemed to beneficially own 10,756,767 Common Shares.

(b) Percent of class

The number of Common Shares that Mason Hill may be deemed to beneficially own is 5.55% of the Common Stock outstanding.

(c) Number of shares as to which the person has

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 10,756,767

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 10,756,767

B.  Equinox Asset Management LLC

(a) Amount beneficially owned

As of February 11, 2015, EAM may be deemed to beneficially own 10,213,971 Common Shares.

(b) Percent of class

The number of Common Shares that EAM may be deemed to beneficially own is 5.27% of the Common Stock outstanding.

(c) Number of shares as to which the person has

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 10,213,971

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 10,213,971

C.  Equinox Partners, L.P.

(a) Amount beneficially owned

As of February 11, 2015, Equinox Partners may be deemed to beneficially own 10,213,971 Common Shares.

(b) Percent of class

The number of Common Shares that Equinox Partners may be deemed to beneficially own is 5.27% of the Common Stock outstanding.

(c) Number of shares as to which the person has

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 10,213,971

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 10,213,971

D.  Equinox Illiquid General Partner, LP

(a) Amount beneficially owned

As of February 11, 2015, Illiquid GP may be deemed to beneficially own 542,796 Common Shares.

(b) Percent of class

The number of Common Shares that Illiquid GP may be deemed to beneficially own is 0.28% of the Common Stock outstanding.

(c) Number of shares as to which the person has

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 542,796

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 542,796

E.  Equinox Illiquid Fund, LP

(a) Amount beneficially owned

As of February 11, 2015, Illiquid may be deemed to beneficially own 542,796 Common Shares.

(b) Percent of class

The number of Common Shares that Illiquid may be deemed to beneficially own is 0.28% of the Common Stock outstanding.

(c) Number of shares as to which the person has

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 542,796

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 542,796

G.  Sean M. Fieler

(a) Amount beneficially owned

As of February 11, 2015, Mr. Fieler may be deemed to beneficially own 10,756,767 Common Shares.

(b) Percent of class

The number of Common Shares that Mr. Fieler may be deemed to beneficially own is 5.55% of the Common Stock outstanding.

(c) Number of shares as to which the person has

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 10,756,767

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 10,756,767

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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

See information in Item 2 above.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Each of the Reporting Persons hereby makes the following 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.

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.

Date:  February 12, 2015

EXHIBIT 99.1

JOINT FILING AGREEMENT

This JOINT FILING AGREEMENT (this “Agreement”), is made and entered into as of February 12, 2015, by and among Mason Hill Advisors LLC, a Delaware limited liability company (“Mason Hill”), Equinox Asset Management LLC, a Delaware limited liability company (“EAM”), Equinox Partners, L.P., a Delaware limited partnership (“Equinox Partners”), Mason Hill Partners, LP, a Delaware Limited Partnership (“Mason Hill Partners”), Equinox Illiquid General Partner, LP, a Delaware limited partnership (“Illiquid GP”), Equinox Illiquid Fund, LP, a Delaware limited partnership (“Illiquid), and Sean M. Fieler (together with Mason Hill, EAM, Equinox Partners, Mason Hill Partners and Illiquid GP, the “Mason Hill Parties”).

The Mason Hill Parties hereby acknowledge and agree that the Statement on Schedule 13G to which this Agreement is attached as an exhibit (the “Statement”), relating to the common shares, without par value, of Asanko Gold Inc., a company incorporated in British Columbia, Canada, is filed with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each of the Mason Hill Parties and that any subsequent amendments to the Statement shall be filed on behalf of each of the Mason Hill Parties without the necessity of filing additional joint filing agreements. Each Mason Hill Party acknowledges that it shall be responsible for the timely filing of any such amendments and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness or accuracy of the information concerning the other Mason Hill Parties, except to the extent he or it knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of the date first set forth above.