SC 13D/A 1 dsc13da.htm AMENDMENT NO. 2 TO SCHEDULE 13D AMENDMENT NO. 2 TO SCHEDULE 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Amendment No. 2)

 

Under the Securities Exchange Act of 1934

 

COMMANDER RESOURCES LTD.

(formerly Major General Resources Ltd.)

(Name of Issuer)

 

Common Shares

(Title of Class of Securities)

 

200502102

(CUSIP Number)

 

Keith Presnell

Global Resource Investments Ltd.

7770 El Camino Real

Carlsbad, California 92009

Tel.: 760-943-3939

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

September 11, 2003

(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. NOT APPLICABLE

 

 

CUSIP No. 200502102

      

Page 2 of 8

 

SCHEDULE 13D

 

  1.  

NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Exploration Capital Partners Limited Partnership, 88-0384192            

    
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  x

    
  3.  

SEC USE ONLY

 

    
  4.  

SOURCE OF FUNDS

 

WC            

    
  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)

 

   ¨
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Nevada            

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7.    SOLE VOTING POWER

 

        0        

  8.    SHARED VOTING POWER

 

        3,214,222        

  9.    SOLE DISPOSITIVE POWER

 

        0        

10.    SHARED DISPOSITIVE POWER

 

        3,214,222        

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,214,222            

    
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  

¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.1%            

    
14.  

TYPE OF REPORTING PERSON

 

PN            

    

 

CUSIP No. 200502102

      

Page 3 of 8

 

SCHEDULE 13D

 

  1.  

NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Resource Capital Investment Corporation, 88-0384205            

    
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  x

    
  3.  

SEC USE ONLY

 

    
  4.  

SOURCE OF FUNDS

 

Not Applicable            

    
  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)

 

   ¨
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Nevada            

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7.    SOLE VOTING POWER

 

        0        

  8.    SHARED VOTING POWER

 

        3,214,222        

  9.    SOLE DISPOSITIVE POWER

 

        0        

10.    SHARED DISPOSITIVE POWER

 

        3,214,222        

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,214,222            

    
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  

¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.1%            

    
14.  

TYPE OF REPORTING PERSON

 

CO            

    

 

CUSIP No. 200502102

      

Page 4 of 8

 

SCHEDULE 13D

 

  1.  

NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Rule Family Trust udt 12/17/98, Not Applicable            

    
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  x

    
  3.  

SEC USE ONLY

 

    
  4.  

SOURCE OF FUNDS

 

Not Applicable            

    
  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)

 

   ¨
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California            

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7.    SOLE VOTING POWER

 

        0        

  8.    SHARED VOTING POWER

 

        3,380,888        

  9.    SOLE DISPOSITIVE POWER

 

        0        

10.    SHARED DISPOSITIVE POWER

 

        3,380,888        

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,380,888            

    
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  

¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.8%            

    
14.  

TYPE OF REPORTING PERSON

 

OO            

    

 

CUSIP No. 200502102

      

Page 5 of 8

 

SCHEDULE 13D

 

  1.  

NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Arthur Richards Rule            

    
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  x

    
  3.  

SEC USE ONLY

 

    
  4.  

SOURCE OF FUNDS

 

Not Applicable            

    
  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)

 

   ¨
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

U.S.A.            

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7.    SOLE VOTING POWER

 

        0        

  8.    SHARED VOTING POWER

 

        3,380,888        

  9.    SOLE DISPOSITIVE POWER

 

        0        

10.    SHARED DISPOSITIVE POWER

 

        3,380,888        

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,380,888            

    
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  

¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.8%            

    
14.  

TYPE OF REPORTING PERSON

 

IN            

    

 

CUSIP No. 200502102

      

Page 6 of 8

 

SCHEDULE 13D

(Amendment No. 2)

 

The Statement on Schedule 13D, dated March 8, 2002, initially filed by Exploration Capital Partners Limited Partnership (“Exploration Capital”), Global Resource Investments Ltd. (“Global Resource”), Resource Capital Investment Corp. (“Resource Capital”), Rule Investments, Inc. (“Rule Investments”), the Rule Family Trust udt 12/17/98 (the “Trust”), a revocable grantor trust, and Arthur Richards Rule (“Mr. Rule”), as amended by Amendment No. 1, dated June 17, 2003 filed by Exploration Capital, Resource Capital, the Trust and Mr. Rule (as so amended, the “Schedule 13D”), is hereby amended by this Amendment No. 2, dated September 15, 2003, to reflect certain changes in the information previously filed in the Schedule 13D relating to the outstanding Common Shares without par value (the “Common Shares”) of Commander Resources Ltd. (formerly Major General Resources Ltd.) (the “Issuer”). Unless otherwise specified, all capitalized terms contained herein have the meanings assigned to them in the Schedule 13D.

 

NOTE: Beneficial ownership calculations herein are based on 17,758,830 Common Shares of the Issuer outstanding as of September 9, 2003.

 

Item 2. Identity and Background

 

Item 2(a) is hereby amended and restated to read in its entirety as follows:

 

(a) Names

 

This Statement is filed by (i) Exploration Capital, as the direct beneficial owner of Shares*; (ii) by virtue of its position as General Partner of Exploration Capital, by Resource Capital; (iii) by virtue of its indirect ownership and control of (A) Exploration Capital (as owner of 90% of Resource Capital) and (B) Global Resource, a direct beneficial owner of Shares, as set forth below, by the Trust; and (iv) by virtue of his position with Resource Capital and ownership interest in the Trust, as described below, by Mr. Rule (collectively, the “Reporting Persons”). By signing this Statement, each Reporting Person agrees that this Statement is filed on its or his behalf.

 

Global Resource, which is not a Reporting Person, is the direct beneficial owner of 166,666 Shares (less than 1% of the Outstanding Issuer Shares, as defined in Item 5(a) below). The corporate General Partner of Global Resource is Rule Investments. The Trust owns 100% of Rule Investments.

 

Mr. Rule is President and a Director of Resource Capital and, with his wife, is co-Trustee of the Trust, which owns 90% of Resource Capital.

 

The only other executive officer or Director of any of the Reporting Persons is Keith Presnell, who is Chief Financial Officer and a Director of Resource Capital. As applicable, information as to Mr. Presnell is provided in addition to that for the Reporting Persons in Items 2 through 6 of the Schedule 13D.

 

* NOTE: For purposes of this Statement, the term “Shares” includes Common Shares owned as well as those issuable on exercise of immediately exercisable warrants.

 

Item 5. Interest in Securities of the Issuer

 

Item 5(a) and (c) are hereby amended and restated to read in their entirety as follows:

CUSIP No. 200502102

      

Page 7 of 8

 

 

(a) Exploration Capital is the direct beneficial owner of 3,214,222 Shares (including 2,222,222 immediately exercisable warrants), or approximately 16.1% of the 17,758,830 shares (the “Outstanding Issuer Shares”) of the Issuer outstanding. By virtue of the relationships described under Item 2 hereof, each of Resource Capital, the Trust and Mr. Rule may be deemed to share indirect ownership of the Shares directly beneficially owned by Exploration Capital.

 

Global Resource is the direct beneficial owner of 166,666 Shares (all of which are immediately exercisable warrants), or approximately 0.9% of the Outstanding Issuer Shares. By virtue of the relationships described under Item 2 hereof, each of the Trust and Mr. Rule may be deemed to share indirect ownership of the Shares directly beneficially owned by Global Resource.

 

By virtue of their relationships with Exploration Capital and Global Resource, each of the Trust and Mr. Rule may be deemed to share indirect ownership of an aggregate 3,380,888 Shares (including 2,388,888 immediately exercisable warrants), or approximately 16.8% of the Outstanding Issuer Shares.

 

(c) Since the filing of Amendment No. 1 to the Schedule 13D, the following transactions have occurred with respect to the Shares beneficially owned by the Reporting Persons:

 

Exploration Capital sold Common Shares in open market transactions on the TSX Venture Exchange, as follows:

 

Date
   No. of
Shares
   Price
per
Share*

6/23/03

   83,000   $ 0.16

6/24/03

   24,000   $ 0.15

6/25/03

   31,500   $ 0.16

6/26/03

   128,500   $ 0.16

7/4/03

   49,000   $ 0.16

7/7/03

   71,000   $ 0.15

7/8/03

   80,000   $ 0.16

7/14/03

   13,000   $ 0.15

7/16/03

   30,000   $ 0.16

7/17/03

   31,000   $ 0.17

7/18/03

   27,000   $ 0.15

7/22/03

   23,000   $ 0.16

7/25/03

   75,000   $ 0.17

7/28/03

   34,000   $ 0.17

9/11/03

   8,000   $ 0.35

 

* U.S. dollars, based on transaction prices denominated in Canadian dollars as converted at assumed exchange rate of U.S.$0.73 to Cdn.$1.00.

 

Global Resource sold Common Shares in open market transactions on the TSX Venture Exchange, as follows:

 

Date
   No. of
Shares
   Price
per
Share*

6/26/03

   15,000   $ 0.16

6/27/03

   11,500   $ 0.18

6/30/03

   60,000   $ 0.16

7/2/03

   40,500   $ 0.18

7/3/03

   39,666   $ 0.17

 

* U.S. dollars, based on transaction prices denominated in Canadian dollars as converted at assumed exchange rate of U.S.$0.73 to Cdn.$1.00.

CUSIP No. 200502102

      

Page 8 of 8

 

SIGNATURES

 

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

Date:    September 15, 2003

      

Exploration Capital Partners Limited Partnership

 

By:   Resource Capital Investment Corporation,
its general partner

 

            By:  

/S/    KEITH PRESNELL

                Keith Presnell, Chief Financial Officer

 

 

Date:    September 15, 2003

      

Resource Capital Investment Corporation

 

            By:  

/S/    KEITH PRESNELL

                Keith Presnell, Chief Financial Officer

 

 

Date:    September 15, 2003

      

Rule Family Trust udt 12/17/98

 

            By:  

/S/    KEITH PRESNELL

               

Keith Presnell, Attorney-in-Fact for

Arthur Richards Rule, Trustee

 

 

Date:    September 15, 2003

      

Arthur Richards Rule, individually

 

            By:  

/S/    KEITH PRESNELL

                Keith Presnell, Attorney-in-Fact