SC 13G/A

0001193125-17-043687.txt : 20170214 0001193125-17-043687.hdr.sgml : 20170214 20170214165722 ACCESSION NUMBER: 0001193125-17-043687 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170214 GROUP MEMBERS: RICHARD DEITZ GROUP MEMBERS: VR CAPITAL GROUP LTD. GROUP MEMBERS: VR CAPITAL HOLDINGS LTD. GROUP MEMBERS: VR CAPITAL PARTICIPATION LTD. GROUP MEMBERS: VR GLOBAL PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Energizer Resources, Inc. CENTRAL INDEX KEY: 0001302084 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 200803515 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81848 FILM NUMBER: 17609941 BUSINESS ADDRESS: STREET 1: 520 - 141 ADELAIDE ST. W. CITY: TORONTO STATE: A6 ZIP: M5H 3L5 BUSINESS PHONE: 416-364-4986 MAIL ADDRESS: STREET 1: 520 - 141 ADELAIDE ST. W. CITY: TORONTO STATE: A6 ZIP: M5H 3L5 FORMER COMPANY: FORMER CONFORMED NAME: Uranium Star Corp. DATE OF NAME CHANGE: 20070214 FORMER COMPANY: FORMER CONFORMED NAME: Yukon Resources Corp. DATE OF NAME CHANGE: 20040901 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VR Advisory Services Ltd CENTRAL INDEX KEY: 0001348145 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: INTERTRUST CORPORATE SERVICES (CAYMAN) STREET 2: 190 ELGIN AVENUE CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9005 BUSINESS PHONE: 1-345-9433100 MAIL ADDRESS: STREET 1: INTERTRUST CORPORATE SERVICES (CAYMAN) STREET 2: 190 ELGIN AVENUE CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9005 SC 13G/A 1 d349518dsc13ga.htm SC 13G/A SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G/A

(Rule 13d-102)

(Amendment No. 1)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

Energizer Resources Inc.

(Name of Issuer)

Common Stock, $0.001

(Title of Class of Securities)

29269X102

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)


CUSIP No. 29269X102		13G/A


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) VR Global Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 31,396,809 **
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 31,396,809 **
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,396,809 **
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.7% **
12	TYPE OF REPORTING PERSON* PN

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4(b).


CUSIP No. 29269X102		13G/A


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) VR Advisory Services Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 31,396,809 **
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 31,396,809 **
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,396,809 **
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.7% **
12	TYPE OF REPORTING PERSON* CO, IA

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4(b).


CUSIP No. 29269X102		13G/A


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) VR Capital Participation Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 31,396,809 **
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 31,396,809 **
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,396,809 **
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.7% **
12	TYPE OF REPORTING PERSON* CO, HC

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4(b).


CUSIP No. 29269X102		13G/A


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) VR Capital Group Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 8,636,904 **
		6	SHARED VOTING POWER 31,396,809 **
		7	SOLE DISPOSITIVE POWER 8,636,904 **
		8	SHARED DISPOSITIVE POWER 31,396,809 **
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,033,713 **
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.5% **
12	TYPE OF REPORTING PERSON* CO, HC

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4(b).


CUSIP No. 29269X102		13G/A


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) VR Capital Holdings Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 40,033,713 **
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 40,033,713 **
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,033,713 **
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.5% **
12	TYPE OF REPORTING PERSON* CO, HC

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4(b).


CUSIP No. 29269X102		13G/A


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Richard Deitz
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 40,033,713 **
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 40,033,713 **
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,033,713 **
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.5% **
12	TYPE OF REPORTING PERSON* IN, HC

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4(b).

SCHEDULE 13G

This Amendment No. 1 to Schedule 13G (this “Amendment”) relates to shares of Common Stock, $0.001 (“Common Stock”), of Energizer Resources Inc., a Minnesota corporation (the “Issuer”), and is being filed on behalf of (i) VR Global Partners, L.P. (the “Fund”), a Cayman Islands exempted limited partnership, (ii) VR Advisory Services Ltd (“VR”), a Cayman Islands exempted company, as the general partner of the Fund, (iii) VR Capital Participation Ltd. (“VRCP”), a Cayman Islands exempted company, as the sole shareholder of VR, (iv) VR Capital Group Ltd. (“VRCG”), a Cayman Islands exempted company, as the sole shareholder of VRCP, (v) VR Capital Holdings Ltd. (“VRCH”), a Cayman Islands exempted company, as the sole shareholder of VRCG and (vi) Richard Deitz, the principal of VR, VRCP, VRCG, VRCH (collectively with the Fund, VR, VRCP, VRCG and VRCH, the “Reporting Persons”). All shares of Common Stock are held by the Fund and VRCG. This Amendment amends the original Schedule 13G filed with the Securities and Exchange Commission on December 29, 2015 (the “Original 13G”) by certain of the Reporting Persons.

Item 4

Ownership.

Item 4 of the Original 13G is hereby amended and restated to read as follows:

For the Fund:


Sole Beneficial Ownership	Shared Beneficial Ownership		Percentage of Outstanding (1)
31,396,809 (consisting of 22,479,809 shares of Common Stock and warrants exercisable to purchase 8,917,000 shares of Common Stock)		0		6.7	%

For VR:


Sole Beneficial Ownership	Shared Beneficial Ownership	Percentage of Outstanding (1)
0	31,396,809 (consisting of 22,479,809 shares of Common Stock and warrants exercisable to purchase 8,917,000 shares of Common Stock)		6.7	%

For VRCP:


Sole Beneficial Ownership	Shared Beneficial Ownership	Percentage of Outstanding (1)
0	31,396,809 (consisting of 22,479,809 shares of Common Stock and warrants exercisable to purchase 8,917,000 shares of Common Stock)		6.7	%

For VRCG:


Sole Beneficial Ownership	Shared Beneficial Ownership	Percentage of Outstanding (1)
8,636,904 (consisting of 6,511,904 shares of Common Stock and warrants exercisable to purchase 2,125,000 shares of Common Stock)	31,396,809 (consisting of 22,479,809 shares of Common Stock and warrants exercisable to purchase 8,917,000 shares of Common Stock)		8.5	%

For VRCH:


Sole Beneficial Ownership	Shared Beneficial Ownership	Percentage of Outstanding (1)
0	40,033,713 (consisting of 28,991,713 shares of Common Stock and warrants exercisable to purchase 11,042,000 shares of Common Stock)		8.5	%

For Mr. Deitz:


Sole Beneficial Ownership	Shared Beneficial Ownership	Percentage of Outstanding (1)
0	40,033,713 (consisting of 28,991,713 shares of Common Stock and warrants exercisable to purchase 11,042,000 shares of Common Stock)		8.5	%

(1)

The above percentages were computed using the 460,995,711 publicly reported shares of Common Stock outstanding as of November 10, 2016 according to the Issuer’s Form 10-Q filed with the Securities Exchange Commission on November 14, 2016, plus the shares of Common Stock issuable upon the exercise of the warrants then held by each of the Reporting Persons.

The filing of this Amendment shall not be construed as an admission that VR, VRCP, VRCG, VRCH or Mr. Deitz is or was the beneficial owner of any of the Common Stock or warrants exercisable to purchase Common Stock of the Issuer purchased by the Fund. Pursuant to Rule 16a-1, VR, VRCP, VRCG, VRCH and Mr. Deitz disclaim such beneficial ownership except to the extent of its or his respective pecuniary interest therein.

Item 10

Certification.

For VR, VRCP, VRCG, VRCH and Mr. Deitz:

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were 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.

For the Fund:

By signing below each of the Reporting Persons certifies that, to the best of such person’s 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 14, 2017


VR Global Partners, L.P.
By: VR Advisory Services Ltd, its general partner
By:		/s/ Richard Deitz
Name:		Richard Deitz
Title:		Authorized Person
VR Advisory Services Ltd
By:		/s/ Richard Deitz
Name:		Richard Deitz
Title:		Authorized Person
VR Capital Participation Ltd.
By:		/s/ Richard Deitz
Name:		Richard Deitz
Title:		Authorized Person
VR Capital Group Ltd.
By:		/s/ Richard Deitz
Name:		Richard Deitz
Title:		Authorized Person
VR Capital Holdings Ltd.
By:		/s/ Richard Deitz
Name:		Richard Deitz
Title:		Authorized Person
/s/ Richard Deitz
Richard Deitz