Atna Resources Ltd.
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(Name of Issuer)
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Common Shares without par value
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(Title of Class of Securities)
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04957F101
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(CUSIP Number)
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Sprott Inc.
Royal Bank Plaza, South Tower
200 Bay Street
Suite 2700, PO Box 27
Toronto, Ontario M5J 2J1
(416) 943-4065
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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September 19, 2013
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(Date of Event Which Requires Filing of this Statement)
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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 ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].
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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.
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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.
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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).
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CUSIP No.
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04957F101
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Sprott Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[x]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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36,519,988
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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[_]
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36,519,988
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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36,519,988
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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20%
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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04957F101
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Sprott Gold and Precious Minerals Fund
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[_]
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(b)
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[x]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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13,021,700
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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[_]
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13,021,700
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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13,021,700
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.1%
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14.
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TYPE OF REPORTING PERSON
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OO
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CUSIP No.
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04957F101
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Eric S. Sprott
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[x]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF,PF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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2,557,600
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8.
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SHARED VOTING POWER
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36,519,988
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9.
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SOLE DISPOSITIVE POWER
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2,557,600
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10.
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SHARED DISPOSITIVE POWER
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[_]
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36,519,988
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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39,077,588
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.4%
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14.
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TYPE OF REPORTING PERSON
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IN
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CUSIP No.
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04957F101
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Item 1.
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Security and Issuer.
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The class of equity security to which this statement relates is the Common Shares, no par value (the "Shares"), of Atna Resources Ltd., a corporation organized in the Province of British Columbia, Canada (the "Issuer"). The address of the principal executive offices of the Issuer is 14142 Denver West Parkway, Suite 250, Golden, Colorado, United States 80401.
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Item 2.
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Identity and Background.
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(a), (f)
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The persons filing this statement are Sprott Inc., a corporation organized under the laws of the Province of Ontario, Canada ("Sprott"), Sprott Gold and Precious Minerals Fund, a mutual fund trust formed in the Province of Ontario, Canada ("Sprott Gold"), and Eric S. Sprott, a citizen of Canada ("Mr. Sprott" and, together with Sprott and Sprott Gold, the "Reporting Persons").
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(b)
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The address of the principal business and principal office of Sprott, Sprott Gold, and Mr. Sprott is Royal Bank Plaza, South Tower, 200 Bay Street, Suite 2700, PO Box 27, Toronto ON Canada M5J 2J1.
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(b),(c)
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The principal occupation of Mr. Sprott is serving as Chief Executive Officer of Sprott Asset Management L.P., Chief Executive Officer and a Director of SAM GP, President and a Director of Sprott GenPar Ltd., a Director of the Sprott Foundation, and serving as the Portfolio Manager of Sprott Hedge Fund L.P., Sprott Hedge Fund L.P. II, Sprott Offshore Fund, Sprott Offshore Fund II, Sprott Physical Gold Trust, Sprott Physical Silver Trust, Sprott Physical Platinum and Palladium Trust and certain Sprott discretionary managed accounts.
Sprott Gold is a Canadian mutual fund trust and, as such, does not have any officers or directors.
The name, citizenship, present principal occupation or employment and business address of each director and executive officer of Sprott are set forth in Schedule A attached hereto.
None of the Reporting Persons nor any manager or executive officer of the Reporting Persons, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, Federal or State securities laws or a finding of any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The funds for the purchase of the 36,519,988 Shares beneficially owned by Sprott came from the working capital of certain private investment funds and managed accounts that Sprott manages. No borrowed funds were used to purchase such Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.
The funds for the purchase of the 13,021,700 Shares beneficially owned by Sprott Gold came from the working capital of Sprott Gold. No borrowed funds were used to purchase such Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.
The funds for the purchase of the 36,519,988 Shares beneficially owned by Mr. Sprott as a result of Mr. Sprott being a control person of Sprott came from the working capital of certain private investment funds and managed accounts that Sprott manages. The funds for the purchase of 2,557,600 Shares directly owned by Mr. Sprott in his personal capacity came from Mr. Sprott's personal funds. No borrowed funds were used to purchase such Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.
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Item 4.
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Purpose of Transaction.
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The Shares held by the Reporting Persons were acquired for, and are being held for, investment purposes only. The acquisitions of these securities were made in the ordinary course of the Reporting Persons' investment activities. The Reporting Persons, from time to time, may communicate with the Issuer and other holders of Shares. The Reporting Persons may also in the future purchase additional Shares or dispose of some or all of their Shares in open-market transactions or privately negotiated transactions.
Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own.
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Item 5.
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Interest in Securities of the Issuer.
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(a)-(d)
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As of the date hereof, Sprott may be deemed to be the beneficial owner of 36,519,988 Shares, constituting 20% of the Shares, based upon 182,215,706 Shares outstanding as of the date hereof. Sprott has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 36,519,988 Shares. Sprott has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 36,519,988 Shares.
As of the date hereof, Sprott Gold may be deemed to be the beneficial owner of 13,021,700 Shares, constituting 7.1% of the Shares, based upon 182,215,706 Shares outstanding as of the date hereof. Sprott Gold has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 13,021,700 Shares. Sprott Gold has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 13,021,700 Shares.
As of the date hereof, Mr. Sprott may be deemed to be the beneficial owner of 39,077,588 Shares, constituting 21.4% of the Shares, based upon 182,215,706 Shares outstanding as of the date hereof. Mr. Sprott has the sole power to vote or direct the vote of 2,557,600 Shares and the shared power to vote or direct the vote of 36,519,988 Shares. Mr. Sprott has the sole power to dispose or direct the disposition of 2,557,600 Shares and the shared power to dispose or direct the disposition of 36,519,988 Shares.
The transactions the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit B.
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(e)
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N/A
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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None
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit A: Joint Filing Agreement
Exhibit B: Schedule of Transactions in Shares by the Reporting Persons
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October 10, 2013
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(Date)
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Sprott Inc.
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By: /s/ Kirstin McTaggart
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Name: Kirstin Mc Taggart
Title: Authorized Person
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Sprott Gold and Precious Minerals Fund
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By: /s/ Kirstin McTaggart
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Name: Kirstin McTaggart
Title: Chief Compliance Officer
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Eric S. Sprott
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By: /s/ Eric S. Sprott
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Name and Title
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Principal
Occupation
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Country of Citizenship
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Present Principal Occupation or Employment
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Eric S. Sprott, Chairman
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Chief Executive Officer
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Canada
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Mr. Sprott is Chief Executive Officer of Sprott Asset Management L.P. He is Chief Executive Officer and a Director of SAM GP He is also President and a Director of Sprott GenPar Ltd. and a Director of the Sprott Foundation. In addition, he is the Portfolio Manager responsible for the Sprott Hedge Fund L.P., Sprott Hedge Fund L.P. II, Sprott Offshore Fund, Sprott Offshore Fund II, Sprott Physical Gold Trust, Sprott Physical Silver Trust, Sprott Physical Platinum and Palladium Trust and the Sprott discretionary managed accounts. He is a Canadian citizen.
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Jack C. Lee,
Lead Director
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Private Investor
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Canada
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Mr. Lee is the President of Facet Resources Ltd.
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Marc Faber, Director
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Managing Director
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Switzerland
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Mr. Faber is the Managing Director of Marc Faber Ltd.
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James T. Roddy, Director
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Corporate Director
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Canada
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Mr. Roddy is retired.
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Arthur Richards Rule,
Director
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President
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U.S.A.
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Mr. Rule is President and Chief Executive Officer Sprott US Holdings, Inc.
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Paul H. Stephens, Director
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Chairman
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U.S.A.
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Mr. Stephens is Chairman & Partner Stephens Investment Management LLC
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Peter Grosskopf, Chief Executive Officer
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Chief Executive Officer
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Canada
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Mr. Grosskopf is the Chief Executive Officer of Sprott Inc. and Chief Executive Officer of Sprott Resource Lending Corp.
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Kevin Bambrough, President
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President
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Canada
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Mr. Bambrough is President of Sprott Inc., President and Chief Executive Officer of Sprott Consulting L.P. and Sprott Consulting GP and Market Strategist of Sprott Asset Management L.P.
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Steven Rostowsky,
Chief Financial Officer
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Chief Financial Officer
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Canada
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Mr. Rostowsky is the Chief Financial Officer of Sprott Asset Management L.P., Chief Financial Officer of Sprott Inc., and Chief Financial Officer and a Director of SAM GP. He is a Canadian citizen.
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October 10, 2013
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(Date)
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Sprott Inc.
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By: /s/ Kirstin McTaggart
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Name: Kirstin Mc Taggart
Title: Authorized Person
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Sprott Gold and Precious Minerals Fund
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By: /s/ Kirstin McTaggart
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Name: Kirstin McTaggart
Title: Chief Compliance Officer
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Eric S. Sprott
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By: /s/ Eric S. Sprott
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Date of Transaction
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Title of Class
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Number of Shares Acquired
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Number of Shares
Disposed
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Price Per
Share
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9/19/13
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Private Placement Shares
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19,928,300 | N/A | $ | c0.16 |
Date of Transaction
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Title of Class
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Number of Shares Acquired
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Number of Shares
Disposed
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Price Per
Share
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9/19/13
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Private Placement Shares
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11,071,700 | N/A | $ | c0.16 |
Date of Transaction
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Title of Class
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Number of Shares Acquired
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Number of Shares
Disposed
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Price Per
Share
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9/19/13
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Private Placement Shares
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2,400,000 | N/A | $ | c0.16 |